Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five business days after the date of this Agreement, Sprint shall commence the Offer. The obligation of Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or conditions set forth in subparagraphs (a) through (c) of Annex I shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of this Agreement, Parent and Merger Sub shall amend the Pending Offer to reflect the execution of this Agreement and the terms hereof. The obligations of Merger Sub to accept for payment and to pay for (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) and not properly withdrawn shall be subject to (i) there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) that number of shares of Company Common Stock which represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis, including after giving effect to the issuances of shares of Company Common Stock pursuant to Section 2.12 (the “Minimum Condition”), and (ii) the other events or conditions set forth in Annex I. Subject to the terms and conditions of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to), in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer, which shall initially be the later of April 2, 2010 or the date that is fifteen (15) Business Days after the date of this Agreement; provided, however, that (w) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), any of the events or conditions to the Offer set forth on Annex I shall exist and, subject to the provisions of this Agreement, as promptly as practicableshall not have been waived by Merger Sub, but in no event later Merger Sub shall (and Parent shall cause Merger Sub to), from time to time, extend the Offer for consecutive periods of not more than five business days after (5) Business Days each until the earlier of (A) the date on which all of the events or conditions set forth in Annex I cease to exist or, subject to the provisions of this Agreement, Sprint are waived by Merger Sub and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII; provided that Merger Sub shall commence the Offer. The have no obligation of Sprint to commence (and Parent shall have no obligation to cause Merger Sub to) so extend the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to if (1) the Offer shall be subject to the events or conditions set forth in Sections 2.01subsections (ii), 2.02 and 2.03 (or written waivers as set forth thereiniii) and (iv) of the first paragraph of Annex I and subparagraph (a) of Annex I shall have ceased to exist, or subject to the terms and conditions provisions of this Agreement. Sprint may , been waived by Merger Sub, for a period of not consummate less than ten (10) Business Days prior to the initial expiration date of the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in on any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the subsequent scheduled expiration date of the Offer any (as it may be extended and re-extended in accordance with this Agreement) and, with respect to subsections (ii), (iii) and (iv) of the conditions first paragraph of Annex I, such facts shall be reflected in an amendment to Sprint's obligation the Offer Documents prior to accept for payment, and pay for, shares the start of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waivedten (10) Business Day period, (ii2) the events or conditions set forth in subparagraphs (b), (c) and (d) of Annex I shall have ceased to exist or, subject to the provisions of this Agreement, been waived by Merger Sub, as of such expiration date and (3) the Minimum Condition is not satisfied as of such expiration date, (x) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), the Company shall have delivered to Parent a valid Section 8.1(d) Notice, Merger Sub shall (and Parent shall cause Merger Sub to), from time to time, extend the Offer for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of the events or conditions set forth in the paragraph immediately following Section 8.1(d)(i) cease to exist or are waived by the Company and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII, (y) Merger Sub may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC (or the staff thereof) or the NYSE applicable to the Offer and (iiiz) extend Merger Sub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Offer for any reason on one occasion for an aggregate period Exchange Act; provided that, in the case of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause clauses (iw), (x), (y) or and (ii) of this sentence but z), in no event may shall the Offer extend beyond the Expiration Walk-Away Date. Merger Sub expressly reserves the right from time to time to waive any of the conditions set forth in Annex I (other than the Minimum Condition, the Registration Condition, the Listing Condition and the condition set forth in subparagraph (e) of Annex I) or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, reduce the time period during which the Offer shall remain open or, except for any extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any other term of the Offer in any manner adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer. (b) On Subject to the first sentence of Section 2.1(a), as promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of commencement this Agreement, in order to reflect the execution of this Agreement and the Offerterms hereof, Sprint Parent shall file or cause to be filed with the SEC a Tender Offer Statement (i) an amendment to Parent’s registration statement on Form S-4 (as it may be amended or supplemented, the “Form S-4”) and (ii) an amendment to Parent’s and Merger Sub’s tender offer statement on Schedule 14D-1 TO, as amended, each originally filed on March 5, 2010 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement Pending Offer (such Schedule 14D-1 schedule together with the Form S-4, and the documents included therein pursuant to which the Offer will be is made, together with and any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that Each Party shall use its best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to have removed as promptly as reasonably practicable any stop order suspending its effectiveness. Subject to the Company’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents shall comply to be disseminated to holders of shares of Company Common Stock as to form in all material respects with the Exchange Act required by applicable U.S. federal securities Laws. Parent and that the Offer Documents Merger Sub, on the date first publishedone hand, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by and the Company, Newco or Newco Sub specifically for inclusion in on the Offer Documents. Each of the Parties agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect or as otherwise required by Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholders, in each case holders of shares of Company Common Stock as and to the extent required by applicable Federal U.S. federal securities lawsLaws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 2.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to their filing before they are filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint agrees to In addition, Parent and Merger Sub shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Sprint Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response. (c) In the event this Agreement is terminated pursuant to Section 8.1 prior to the Acceptance Time, Parent and Merger Sub shall promptly terminate the Offer without accepting any shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued by virtue of the Offer, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu of such fractional share interests, Parent shall pay to each holder of shares of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the average closing sales price, rounded to four decimal points, of shares of Parent Common Stock on the NYSE (as reported in the Wall Street Journal, New York City edition) for the period of the ten (10) consecutive trading days ending on the second full trading day prior to the Acceptance Time (the “Parent Common Stock Cash Value”). (e) If any portion of the Offer Price is to be registered in the name of or paid to a Person other than the Person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (f) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of this AgreementAgreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as practicable, ---------- practicable but in no any event later than within five business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this AgreementAgreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, Sprint subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall commence the Offerbe correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Sprint Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) Exhibit A hereto and to the terms and conditions of this Agreement. Sprint may not consummate --------- Subject to the provisions of this Agreement, the Offer prior to March 20shall expire 20 business days after the date of its commencement, 1998unless this Agreement is terminated in accordance with Article 10, modify or amend the terms of the Offer, terminate in which case the Offer other than (whether or not previously ---------- extended in accordance with the terms hereof or extend hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment and to waive any condition of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case Offer, except that, without the prior written consent of the Company Company, Merger Sub shall not (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer Purchaser shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, if (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer any of Offer. So long as this Agreement is in effect and the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not the Offer have been satisfied or waived, until Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such time as such conditions are satisfied or waivedextensions) beyond the originally scheduled expiration date of the Offer, (ii) if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (iii) extend as defined in Section 2.1), as the Offer for any reason on one occasion for an aggregate period case may be, of not more than 5 business days beyond the latest expiration date that would otherwise be permitted its ----------- obligations under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 Agreement with respect to the Offerpayment of the Offer Consideration, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement the Option Consideration (such Schedule 14D-1 as defined in Section 5.2(d)) and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"-------------- Merger Consideration (as defined in Section 5.2(b)). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.--------------

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and subject to the provisions satisfaction of this Agreementthe conditions set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall, as promptly soon as practicable, but reasonably practicable after the date hereof (and in no any event later than within five business days after from the date of this public announcement of the execution hereof), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase for cash up to 80,916,766 of the issued and outstanding shares of Common Stock, par value $1.00 per share ("Company Common Stock"), of the Company and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, Sprint shall commence dated as of April 24, 1997, between the OfferCompany and First Chicago Trust Company of New York (the "Rights Agreement") at a price of $37.125 per share of Company Common Stock, net to the seller in cash. The obligation of Sprint Purchaser to commence the Offer and accept for payment, and pay for, any payment shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth satisfaction 6 2 or waiver by Purchaser of the Offer Conditions. Purchaser expressly reserves the right, in Sections 2.01its sole discretion, 2.02 and 2.03 to waive any such condition (or written waivers other than the Minimum Condition as set forth thereindefined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer; provided that, unless previously approved by the Company in writing, no change may be made which changes the Minimum Condition or decreases the price per share of Company Common Stock payable in the Offer, changes the form of consideration payable in the Offer, increases or reduces the maximum number (80,916,766 Shares) of shares of Company Common Stock to be purchased in the Offer (the "Maximum Offer Number"), amends the Offer Conditions or imposes conditions to the Offer in addition to the Offer Conditions, or makes other changes to the terms or conditions to the Offer that are adverse to the holders of Company Common Stock. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement. Sprint may , including but not consummate limited to the Offer prior Conditions, it will accept for payment and pay for shares of Company Common Stock as soon as it is permitted to March 20do so under applicable law. The Offer shall initially be scheduled to expire 20 business days following the commencement thereof, 1998provided that, modify or amend unless this Agreement has been terminated pursuant to Section 8.1 and subject to Section 1.1(b), Purchaser shall extend the terms Offer from time to time in the event that, at a then-scheduled expiration date, all of the OfferOffer Conditions have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Purchaser reasonably believes are necessary to cause the Offer Conditions to be satisfied. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement). Except as provided in Section 1.1(b) or 1.1(d), Purchaser shall not terminate the Offer other than without purchasing shares of Company Common Stock pursuant to the Offer. (b) If, on April 2, 1999 (subject to extension pursuant to the proviso to this sentence, the "Final Expiration Date"), Purchaser has not consummated the Offer in accordance with the terms hereof or extend its terms, Purchaser shall thereupon terminate the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent acceptance of any Shares previously tendered and the Company (such consent to be authorized by the Board of Directors of the Company). Subject to parties shall, upon the terms and conditions thereofhereof, seek to consummate the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common StockMerger; provided, however, that without the Company's consentFinal Expiration Date may be further extended by Parent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may beyond April 17, 1999, if Parent reasonably believes that the Offer extend beyond required regulatory approvals pursuant to the HSR Act (as defined in Section 3.5(b)) and the notification of and approval by the European Commission under the EU Council Regulation 4064/89, as amended (the "EU Approval"), will be obtained during such extended period. If, at the Final Expiration Date, all Offer Conditions have not been satisfied, Purchaser shall, unless Parent and the Company otherwise agree, terminate the Offer, and the parties shall, subject to the terms and conditions hereof, seek to consummate the Merger. (bc) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase Documents and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer all amendments thereto will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and the rules and regulations promulgated thereunder. Parent and Purchaser agree that the Offer Documents on Company and its counsel shall be given an opportunity to review the date first publishedSchedule 14D-1 before it is filed with the SEC. Parent, sent or given to Purchaser and the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint Parent and Purchaser further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Schedule 14D-1 as so amended or supplemented corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company's stockholdersholders of shares of Company Common Stock, in each case as and to the extent required by applicable Federal federal securities laws. The Company . (d) In the event that this Agreement has been terminated pursuant to Section 8.1, Purchaser shall, and its counsel Parent shall be given a reasonable opportunity to review cause Purchaser to, promptly terminate the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders without accepting any shares of the CompanyCompany Common Stock for payment. Sprint agrees to Parent will provide the Company and its counsel with a copy of any comments that Sprint Parent or its counsel Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the following receipt of such commentsthereof.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable, practicable (but in no event later than five (5) business days days) after the date of this Agreement, Sprint Merger Sub shall, and Parent shall commence cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer to purchase all of the outstanding shares of Company Common Stock; provided, that the Company agrees that no shares of Company Common Stock owned by the Company will be tendered pursuant to the Offer. The obligation obligations of Sprint Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Sections 2.01, 2.02 and 2.03 Exhibit A (or written waivers as set forth therein) and to the terms and conditions of they may be amended in accordance with this Agreement. Sprint may not consummate , the “Offer Conditions”). (i) The initial expiration date of the Offer prior shall be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to March 20Rule 14d-1(g)(3) under the Exchange Act). Merger Sub expressly reserves the right, 1998at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify or amend the terms of the Offer; provided, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15however, 1998 (the earlier of June 15that, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company, Merger Sub shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (such consent B) reduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the Offer Conditions, or (E) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. (ii) Parent and Merger Sub agree that if on any scheduled expiration date of the Offer, any of the conditions to the offer (including the Minimum Tender Condition and the other conditions and requirements set forth herein and in Exhibit A) is not satisfied or, in Merger Sub’s sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of time to be authorized by determined at the Board of Directors sole discretion of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common StockMerger Sub; provided, however, that without the Company's consent, -------- ------- Sprint may (i) in no event shall Merger Sub be required to extend the OfferOffer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) On the terms and subject to the conditions of this Agreement, if at Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the scheduled expiration date Offer as soon as practicable after Merger Sub is legally permitted to do so under applicable Law. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer any upon the expiration of the conditions Offer is referred to Sprint's obligation to accept for paymentin this Agreement as the “Offer Closing”, and pay forthe date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, shares of Common Stock shall not have been satisfied or waivedin its sole discretion, until such time as such conditions are satisfied or waivedfollowing the Offer Closing, (ii) extend the Offer for any period required by any rulea “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, regulation, interpretation or position of the SEC applicable to and the Offer and Documents (iiias defined below) extend the Offer may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.1(a) shall affect any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but termination rights in no event may the Offer extend beyond the Expiration DateARTICLE VIII. (b) On the date of commencement of the Offer, Sprint Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement and other appropriate ancillary offer documents (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that , and cause the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given be disseminated to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madeCompany as and to the extent required by federal securities laws. Each of Parent, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to Merger Sub and the Company shall promptly correct any information supplied by the Company, Newco or Newco Sub specifically it for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided or incorporation by it for use reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as soon as reasonably practicable and as and to the extent required by applicable Federal federal securities laws. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and its counsel shall be given a reasonable opportunity promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to review the filing of the Offer Documents and all amendments and supplements thereto prior to their filing (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company. Sprint agrees , or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. In the event that Parent or Merger Sub receives any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents Documents, each shall use its reasonable best efforts to (i) respond promptly after to such comments and (ii) take all other actions necessary to resolve the receipt issues raised therein. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the consideration necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (d) Parent, Merger Sub or the paying agent for the Offer (the “Paying Agent”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Merger Sub or the Paying Agent is required to deduct and withhold with respect to the making of such commentspayment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax law. To the extent that amounts are so withheld and paid over by Parent, Merger Sub or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Merger Sub or the Paying Agent.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five Within ten business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, “Business Days”) after the date of this Agreementhereof, Sprint shall commence the Offer. The obligation of Sprint to commence the Offer and accept for paymentMerger Sub shall, and pay forParent shall cause Merger Sub to, any (and the Company shall cooperate with Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) an offer to purchase all outstanding shares of Common Stock tendered of the Company at the purchase price of $16.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, on the date of commencement of the Offer but after affording the Company and its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and cause such documents to be disseminated to holders of shares of Common Stock, as required by Rule 14d-4 promulgated under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall be consummate the Offer, subject to the terms and conditions set forth hereof and thereof. The Offer Documents will comply in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and all material respects with the provisions of all applicable Federal securities Laws. Subject to the terms and conditions of this Agreement. Sprint may not consummate Agreement and to the satisfaction or waiver of the conditions set forth in Annex B hereto (the “Tender Offer prior to March 20Conditions”), 1998Parent shall cause Merger Sub to, modify or amend and Merger Sub shall, upon the terms expiration of the Offer, terminate the Offer other than in accordance with the terms hereof accept for payment, and pay for (after giving effect to any required withholding or extend the Offer beyond June 15stock transfer Tax), 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the all shares of Common Stock validly tendered pursuant to the Offer is hereinafter referred and not validly withdrawn on the Acceptance Date. The obligation of Merger Sub to as accept for payment and to pay for any shares of Common Stock validly tendered shall be subject solely to the "Expiration Date"satisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such seller. No shares of Common Stock held by the Company or its Subsidiaries shall be tendered pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Section 1.1(c) and Section 1.1(d), in its sole discretion, to waive any such case Tender Offer Condition, to increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer; provided, that without the prior written consent of the Company Company, Merger Sub shall not (such consent i) decrease the Per Share Amount or change the form of consideration payable in the Offer (other than by adding consideration), (ii) decrease the number of shares of Common Stock to be authorized by purchased in the Board of Directors Offer, (iii) amend or waive satisfaction of the CompanyMinimum Condition (as defined in Annex B). Subject , (iv) impose additional conditions to the terms and Offer or modify any conditions thereof, to the Offer shall expire at midnight New York City time on in a manner adverse to the date that is 20 business days from the date the Offer is first published, sent or given to holders of shares of Common Stock, (v) make any change in the Offer that would require an extension or delay of the then current Expiration Date; provided, however, that without this clause (v) shall not limit the Company's consentright of Parent and Merger Sub to extend the Expiration Date as required or permitted by Section 1.1(d), -------- ------- Sprint may (ivi) extend modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for the Minimum Condition) or (vii) modify or amend any other term of the Offer, if at in the scheduled expiration date case of clauses (vi) and (vii), in any manner adverse to the Offer any holders of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time in their capacities as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position holders of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period shares of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration DateCommon Stock. (bc) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements No agreement or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation hereby is made or shall be made by Sprint Parent or Sprint L.P. Merger Sub with respect to information supplied by the Company, Newco or Newco Sub specifically Company expressly for inclusion in in, or with respect to Company information derived from the Company SEC Filings that is included or incorporated by reference in, the Offer Documents. Each of Parent, Merger Sub and the Parties Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, . Parent and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to Merger Sub shall cause the Offer Documents Schedule TO, as so amended corrected or supplemented supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be promptly disseminated to the Company's ’s stockholders, in each case as and to the extent required by applicable Federal securities lawsLaws. The Company and its counsel shall be given a reasonable opportunity to review the and comment on any Offer Documents and all amendments and supplements thereto prior to their filing (including each amendment or supplement thereto) before they are filed with the SEC SEC. Parent and Merger Sub shall give reasonable and good faith consideration to any comments or dissemination to stockholders of the Company. Sprint agrees to provide other additions, deletions or changes made by the Company and its counsel with respect to any Offer Documents. Parent and Merger Sub shall provide the Company with (in writing, if written), and shall consult with the Company regarding, any comments (written or oral) that Sprint may be received by Parent, Merger Sub or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any proposed responses before they are filed with the SEC. (d) The initial expiration date of the Offer shall be at midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with ARTICLE SEVEN, Merger Sub, without Parent or Merger Sub obtaining the consent of the Company, (i) shall extend the Expiration Date for any period required by the rules and regulations of the SEC or the NYSE AMEX (“NYSE AMEX”) applicable to the Offer, including in connection with an increase in the Per Share Amount, (ii) shall extend the Expiration Date if, on any then scheduled Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by Parent, for such periods of up to ten Business Days at a time (or such other period as shall be approved by the Company) which such period of time as Merger Sub may deem reasonably necessary, but, except as provided in Section 1.1(d)(iii) or as required by the rules and regulations of the SEC or NYSE AMEX applicable to the Offer (including in connection with an increase in the Per Share Amount), in no event may the Expiration Date be extended pursuant to this clause (ii) to a date later than the Outside Date, and (iii) may extend the Expiration Date beyond the Outside Date for up to a period not to exceed the 13th Business Day after the last to occur of any date on which (w) the Company shall have publicly announced the receipt of an Acquisition Proposal in the event such commentsannouncement is made less than ten Business Days prior to the Outside Date, (x) the Company publicly announces its reaffirmation of its approval or recommendation of the Offer following the public announcement of the receipt of any Acquisition Proposal in the event that such reaffirmation or announcement is made less than ten Business Days prior to the Outside Date, (y) an Adverse Recommendation Change has occurred less than ten Business Days prior to the Outside Date or (z) the Company advises Parent of an Acquisition Proposal in accordance with Section 5.3(d) if such advisement is received by Parent less than ten Business Days prior to the Outside Date. Except as expressly provided in this Section 1.1(d), Parent shall not extend the Offer if all of the Tender Offer Conditions are satisfied or waived and it is permitted under applicable Law to accept for payment and pay for validly tendered shares of Common Stock that are not validly withdrawn. Nothing in this Section 1.1(d) shall affect any termination rights in ARTICLE SEVEN. (e) In the event the Acceptance Date occurs but Merger Sub does not acquire a sufficient number of shares of Common Stock to enable a Short-Form Merger to occur pursuant to Section 2.7 hereof, Merger Sub may (in its sole discretion), until the Outside Date, provide a “subsequent offering period” for a number of days to be determined by Parent but not less than three nor more than 20 Business Days in accordance with Rule 14d-11 promulgated under the Exchange Act. (f) Promptly upon the satisfaction or waiver by Merger Sub of the Tender Offer Conditions in accordance with Section 1.1(b), Parent shall cause Merger Sub to, and Merger Sub shall, (i) as soon as practicable after the Expiration Date, accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (ii) on the Acceptance Date, deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Per Share Amount for all such accepted shares of Common Stock and (iii) as soon as practicable following such deposit, cause the Paying Agent to pay for all shares of Common Stock so accepted for payment. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (g) Promptly after the Acceptance Date, the Company shall take all action requested by Parent necessary to elect to be treated as a “controlled company” as defined by Section 801(a) of the NYSE AMEX Company Guide and make any necessary filings and disclosures associated with such status.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated pursuant to Article IX, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the provisions meaning of this Agreement, as promptly as practicable, but in no event later than five business days after Rule 14d-2 under the Exchange Act) the Offer within a reasonable period of time following the date of this Agreement, Sprint shall commence and in any event within ten (10) Business Days following the Offer. execution of this Agreement by the parties (or such other date as the parties may agree in writing). (b) The obligation of Sprint Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, accept for payment, payment and pay for, for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Time that number of shares of Company Common Stock which, together with the shares of Company Common Stock beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the shares of Company Common Stock outstanding as of immediately prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Section 2.1) (the “Minimum Condition”); (ii) the Company Board having granted each of Parent and Merger Sub an effective exemption from the restrictions on transfer and ownership of the Company’s stock contained in Article VII of the Company Charter (the “Ownership Limit Waivers”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A, as such conditions may be modified in accordance with this Agreement (together with the Minimum Condition and the Ownership Limit Waivers, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest (subject to any withholding of Tax pursuant to Section 4.3), on the terms and subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 7.01, as promptly as practicablepracticable after the date hereof, but in no event later than five business days after ten (10) Business Days following the date of this Agreement, Sprint Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase all of the outstanding shares of Company Common Stock (other than Excluded Shares) at a price per share equal to the Offer Price. The consummation of the Offer. The , and the obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Company Common Stock tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock which, together with the number of shares of Company Common Stock (if any) then owned by Parent, Merger Sub or its other Subsidiaries, represents a majority of the total number of outstanding shares of Company Common Stock entitled to vote on the matter (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have actually been delivered pursuant to such procedures. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, in each case, as of the Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer on or promptly (within the meaning of Section 14e-1(c) under the Exchange Act) after the applicable Expiration Date. Subject to Section 2.10(h), the Offer Price payable in respect of each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject paid net to the conditions set forth seller in Sections 2.01cash, 2.02 and 2.03 without interest. (or written waivers as set forth thereinc) and The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement. Sprint may not consummate , including the Offer prior Conditions. Merger Sub expressly reserves the right to March 20, 1998, modify or amend make any change in the terms of or conditions to the Offer; provided, however, that unless previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price other than pursuant to Section 2.09(e), (ii) change the form of consideration payable in the Offer, terminate (iii) change the number of shares of Company Common Stock to be purchased in the Offer, (iv) waive the Minimum Condition, the Termination Condition or the other Offer Conditions set forth in clause (b) or clause (c)(1) of Annex I, (v) add any condition to the Offer, (vi) extend the expiration of the Offer except as required or permitted by this Section 2.01, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act, (viii) amend or modify any of the Offer Conditions or (ix) modify, supplement or amend any other than term or condition of the Offer in a manner adverse to the holders of Company Common Stock. (d) Unless extended in accordance with the terms hereof of this Agreement, the Offer shall expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) Unless this Agreement has been terminated in accordance with its terms, if as of any then scheduled Expiration Date, (i) any Offer Condition (other than the Minimum Condition) has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its reasonable discretion in order to permit the satisfaction of any such Offer Conditions; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall be required to extend the Offer pursuant to this clause (i) only if in the reasonable discretion of Parent any such Offer Condition is capable of being satisfied on or prior to the End Date, (ii) all of the Offer Conditions (other than the Minimum Condition) have been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an extension period of ten (10) Business Days (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), in order to permit the satisfaction of the Minimum Condition; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall not be required to extend the Offer pursuant to this clause (ii) on more than two (2) occasions, but may, in its sole and absolute discretion, elect to do so, and (iii) Merger Sub shall extend the Offer for the minimum period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or the NASDAQ Global Market; provided, however, that in no event shall Merger Sub (x) be required to extend the Offer beyond June 15the End Date, 1998 unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 7.01(b)(i), or (y) extend the earlier of June 15, 1998 Offer beyond the End Date or more than three (3) Business Days following the date of acceptance for payment end of the shares Marketing Period without the Company’s prior written consent. Notwithstanding the foregoing, nothing in this Section 2.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Common Stock tendered the Parties to terminate this Agreement pursuant to Section 7.01. (f) Merger Sub shall not terminate the Offer is hereinafter referred prior to as the "any scheduled Expiration Date") in any such case Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 7.01. If this Agreement is terminated pursuant to Section 7.01, Merger Sub shall (and Parent shall cause Merger Sub to) promptly terminate the Offer and shall not acquire the shares of Company (such consent to be authorized Common Stock pursuant thereto. If the Offer is terminated by the Board of Directors of the Company). Subject Merger Sub, or this Agreement is terminated prior to the terms Acceptance Time, Merger Sub shall (and conditions thereofParent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock that have not then been purchased in the Offer shall expire at midnight New York City time to the registered holders thereof. (g) As soon as practicable on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any commencement (within the meaning of Rule 14d-2 under the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (iiExchange Act) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall Parent and Merger Sub shall: (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”); (ii) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iii) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail or other acceptable means a copy of the Schedule TO, to the NASDAQ Global Market in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iv) cause the Offer Documents to be disseminated to all holders of shares of Company Common Stock as and to the extent required by all applicable Laws, including the Exchange Act; and (v) cause the notice referred to in Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Merger Notice”) to be disseminated to all holders of shares of Company Common Stock with the Offer Documents. (h) The Schedule TO shall contain an offer include as exhibits the Offer to purchase Purchase, a form of letter of transmittal, a form of summary advertisement, and a related letter form of transmittal and summary advertisement notice of guaranteed delivery (such the Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will shall be made, together with any amendments and supplements or amendments thereto, being referred to herein as the "“Offer Documents")”) and the Maryland Short Form Merger Notice. Sprint agrees that Parent and Merger Sub shall cause the Schedule TO and the Offer Documents shall to comply as to form in all material respects with the Exchange Act and that requirements of applicable Law. Subject to Section 5.02, the Offer Documents on the date first published, sent or given Company consents to the Company's stockholders shall not contain any untrue statement inclusion of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light description of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by Company Recommendation in the Company, Newco or Newco Sub specifically for inclusion in Schedule TO and the Offer Documents. Each of The Company shall furnish in writing to Parent and Merger Sub all information concerning the Parties agrees Company and its Subsidiaries that is required by applicable Laws or reasonably requested by Parent or Merger Sub to be included in the Schedule TO or the Offer Documents so as to enable Parent and Merger Sub to comply with their obligations under this Section 2.01(h). Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it or any of its respective Representatives for use in the Offer Documents Documents, if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents Parent and Merger Sub agree to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the Company's stockholdersholders of shares of Company Common Stock, in each case as and to the extent required by all applicable Federal securities lawsLaws, including the Exchange Act. The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents and all amendments and supplements thereto prior to their filing before they are filed with the SEC SEC, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or dissemination to stockholders of changes suggested thereto by the CompanyCompany and its (and the Special Committee’s) legal counsel (it being understood that the Company and its (and the Special Committee’s) legal counsel shall provide any comments thereon as soon as reasonably practicable). Sprint agrees to In addition, Parent and Merger Sub shall provide the Company and its (and the Special Committee’s) legal counsel with copies of any comments written comments, and shall inform them of any oral comments, that Sprint Parent, Merger Sub or its their legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly (and in any event within 48 hours) after the receipt of such comments, and any written or oral responses thereto. The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review any proposed written or oral responses to the Schedule TO and Offer Documents and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its (and the Special Committee’s) legal counsel and, to the extent practicable, to participate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Subject On a date to be agreed by Parent and the Company or, if they are unable to agree, on or prior to the provisions of this Agreement, as promptly as practicable, but in no event later than five business days 20th Business Day after the date of this AgreementAgreement (the “Commencement Date”), Sprint shall Merger Sub will (and Parent will cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. . (b) The obligation and right of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall will be solely subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of Shares which represents a majority of the Shares then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”) and (ii) the satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby) of the other conditions and requirements set forth in Annex B (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Parent or Merger Sub of the other Offer Conditions, Merger Sub will (and Parent will cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Annex B are for the sole benefit of Parent and Merger Sub and may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer will be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 3.2(i). (c) The Offer will be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company (in its sole discretion), Merger Sub will not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Sections 2.01Annex B or modify or change any Offer Condition in a manner adverse to any Stockholders, 2.02 and 2.03 (v) except as otherwise provided in this Section 1.1, extend or written waivers as set forth thereinotherwise change the expiration time of the Offer, (vi) and to change the terms and conditions form of this Agreement. Sprint may not consummate consideration payable in the Offer prior to March 20Offer, 1998or (vii) otherwise amend, modify or amend supplement any of the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the a manner adverse to any Stockholder. (d) The Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall will expire at midnight (New York City time City, New York time) on the date that is 20 business days from Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended as permitted or required by this Agreement, the date and time to which the Offer is first publishedhas been so extended or re-extended (the Initial Expiration Time, sent or given to holders of Common Stock; providedas so extended, however, that without the Company's consent, -------- ------- Sprint may “Expiration Time”). (i) extend the OfferIf on or prior to any then scheduled Expiration Time, if at the scheduled expiration date any of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall Conditions has not have been satisfied or, to the extent waivable by Parent or waivedMerger Sub pursuant to this Agreement, until waived by Parent or Merger Sub, then Merger Sub may (and in such time as case Parent will cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such conditions are satisfied additional or waivedlonger periods of up to twenty (20) Business Days each if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of such conditions; and (ii) Merger Sub will (and Parent will cause Merger Sub to) extend the Offer for any period or periods required by any ruleapplicable Law or applicable rules, regulationregulations, interpretation interpretations or position positions of the SEC applicable Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.1(e), Merger Sub will not be required to extend the Offer beyond the Outside Date and will not be permitted to extend the Offer beyond the Outside Date without the Company’s consent in its sole discretion. (f) On the terms and subject to the conditions of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.2(i)) all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable and (iii) extend in any event within 12 hours after the Expiration Time. Acceptance for payment of Shares in accordance with this Agreement upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer for any reason on one occasion for an aggregate period of Closing occurs is referred to in this Agreement as the “Offer Closing Date.” (g) Merger Sub will not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may terminate the Offer extend beyond prior to any scheduled Expiration Time, except after this Agreement has been terminated in accordance with Article VIII. If the Expiration DateOffer is terminated or withdrawn by Merger Sub prior to the acceptance for payment of Shares tendered in the Offer, Merger Sub will promptly return, and will cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (bh) On As soon as practicable on the date of the commencement of the Offer, Sprint shall Parent and Merger Sub will file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which shall contain an offer supplements and exhibits thereto, the “Schedule TO”). The Schedule TO will include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement advertisement, if any (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that The Company will promptly furnish to Parent and Merger Sub all information concerning the Offer Documents shall comply as to form in all material respects with Company required by the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion set forth in the Offer Documents. Each of Parent and Merger Sub will take all steps necessary to cause the Parties agrees Offer Documents to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, will correct promptly to correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become becomes false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Sprint further agrees to Merger Sub will take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the Company's stockholdersStockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Parent and Merger Sub will promptly notify the Company and its counsel shall be given a reasonable opportunity upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to review the Offer Documents, and will promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to filing any Offer Documents and all (including any amendments and or supplements thereto prior to their filing thereto) with the SEC or dissemination thereof to stockholders the Stockholders, or responding to any comments of the Company. Sprint agrees SEC with respect to the Offer Documents, Parent and Merger Sub will provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub will give reasonable consideration to any comments such comments. (i) Parent will provide or cause to be provided to Merger Sub, within two Business Days after the Expiration Time, the funds necessary to pay for any Shares that Sprint or its counsel may receive from the SEC or its staff with respect Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer Documents promptly after the receipt of such commentsand this Agreement.

The Offer. The parties hereto agree to cause RDO Tender to commence, and RDO Tender agrees to commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (a) Subject the "Exchange Act"), on or about April 28, 2003, an offer to purchase for cash all of the issued and outstanding Class A Shares of RDOE (other than those shares held by RDO Tender, RDO Holdings and the RDO Holdings Stockholders), at a price of $6.01 per share, net to the provisions seller in cash, less any required withholding of this Agreement, as promptly as practicable, but in no event later than five business days after the date taxes and without payment of this Agreement, Sprint shall commence the Offerinterest. The obligation of Sprint RDO Tender to commence accept for payment and to pay for any Class A Shares tendered in the Offer will be conditioned upon, among other things, there having been validly tendered and accept for payment, and pay for, any shares not withdrawn prior to the expiration date of Common Stock tendered the Offer (as such date may be extended pursuant to the terms of the Offer) at least that number of Class A Shares (1) that would, when aggregated with the Class A Shares owned directly or indirectly by RDO Holdings, represent at least 90% of all Class A Shares then outstanding (the "90% Condition") and (2) that represent at least a majority of the total number of Class A Shares outstanding on the date shares are accepted for payment that are not owned by RDO Tender, RDO Holdings and their affiliates and the executive officers of RDOE (the "Majority of the Minority Condition"). The Offer shall will also be subject to certain other conditions as described in the Offer to Purchase. Although the 90% Condition and the other conditions to the Offer may be waived by RDO Holdings and RDO Tender, the Majority of the Minority Condition may not. Subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20Purchase, 1998, modify or amend RDO Holdings and the terms of the Offer, terminate RDO Holdings Stockholders will cause RDO Tender to accept for payment and pay for all Class A Shares tendered in the Offer other than in accordance with as soon as RDO Tender is legally permitted to do so under applicable law, upon the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer or any extension thereof. Notwithstanding any of the conditions foregoing, Xx. Xxxxxx may decide in his sole discretion at any time prior to Sprint's obligation the expiration date of the Offer and for any reason whether to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) cause RDO Tender to abandon the Offer. Any decision whether to extend the Offer for any or effect a subsequent offering period required will be made solely by any ruleXx. Xxxxxx, regulation, interpretation or position as President of the SEC applicable RDO Holdings and RDO Tender. Any decision whether a condition to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer has been satisfied will be mademade solely by Xx. Xxxxxx, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act President of RDO Holdings and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsRDO Tender.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 9.1, Merger Sub shall, and Parent shall cause Merger Sub to, on or before December 3, 2013, commence (within the provisions meaning of this AgreementRule 14d-2 under the Exchange Act), as promptly as practicable, but in no event later than five business days after the date of this Agreement, Sprint shall commence the Offer. . (b) The obligation obligations of Sprint Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, accept for payment, payment and pay for, for (by means of funds provided to Merger Sub by Intermediary) any shares of Company Common Stock tendered pursuant to the Offer shall be is subject to the terms and the satisfaction or waiver (as provided in Section 2.1(c) below) of the conditions set forth in Sections 2.01Annex I (the “Offer Conditions”). On the terms and subject to the conditions of the Offer and this Agreement, 2.02 Merger Sub shall, and 2.03 Parent shall cause Merger Sub to, accept and pay for (by means of funds provided to Merger Sub by Intermediary) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the expiration date of the Offer and in compliance with applicable Law. The acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or written waivers as set forth thereincause to be provided, to Merger Sub (by means of funds provided to Merger Sub by Intermediary) on a timely basis funds necessary to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement. Sprint may not consummate Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer prior Price or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock subject to March 20or sought to be purchased in the Offer, 1998(iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, modify (iv) waive or amend the terms Minimum Condition, (v) amend any other term of the Offer, terminate Offer in a manner that is materially adverse to the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier holders of June 15, 1998 or the date of acceptance for payment of the shares of Company Common Stock tendered pursuant to or (vi) extend or otherwise change the Offer is hereinafter referred to Expiration Date except as the "Expiration Date"required or permitted by Section 2.1(e). (d) in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from On the date the Offer is first publishedcommenced, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for paymentMerger Sub shall, and pay forParent shall cause Merger Sub to, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, which Tender Offer Statement shall contain include an offer to purchase and a related purchase, letter of transmittal and transmittal, summary advertisement and other required ancillary offer documents (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "“Offer Documents"). Sprint agrees that ”) and cause the Offer Documents to be disseminated to the Stockholders as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the Exchange Act requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiary and the Stockholders that may be required to be set forth in the Offer Documents on or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the date first published, sent or given Offer to the Company's stockholders shall not contain any untrue statement record and beneficial holders of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light shares of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer DocumentsCompany Common Stock. Each of the Parties parties agrees to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Sprint Parent and Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholdersStockholders, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company Parent and its counsel Merger Sub shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel in writing with any comments (whether written or oral) that Sprint Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 2.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 2.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 2.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than 10 Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree in order to permit the satisfaction of the Offer Conditions; provided that if the sole then-unsatisfied Offer Condition is the Minimum Condition, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (i) is 40 Business Days; provided further that Merger Sub shall not, without the Company’s prior written consent, extend the Offer if all Offer Conditions have been satisfied or waived, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in each case, Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date, and (iii) Merger Sub shall have the right successively to extend the Offer from time to time if, on the on the then-effective Expiration Date the Marketing Period shall not have been completed, and in each instance Merger Sub may extend the Offer for an extension period of not more than 10 Business Days (the length of such period to be determined by Merger Sub); provided that, unless the parties agree otherwise, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (iii) is 20 Business Days. Nothing in this Section 2.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 9.1. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one Business Day of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 9.1, prior to the acceptance for payment of shares of Company Common Stock tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events or conditions set forth in subparagraphs (a) through (d) of Annex I shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as reasonably practicable and, in any event, within ten (10) Business Days of the date of this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as practicable after the date of this Agreement. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. Each share of Company Common Stock accepted by Merger Sub in accordance with the terms and subject to the conditions of the Offer shall be purchased for cash at the Offer Price. The obligations of Merger Sub to accept for payment and to pay for (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer (as it may be extended in accordance with this Agreement) and not properly withdrawn shall be subject to (i) there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Agreement) that number of shares of Company Common Stock which, when added to any shares of Company Common Stock owned by Parent or any of its Subsidiaries, represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the “Minimum Condition”), and (ii) the other events or conditions set forth in Annex I. Subject to the terms and conditions of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to), in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that (i) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended in accordance with this Agreement), any of the events or conditions to the Offer set forth on Annex I shall exist and, subject to the provisions of this Agreement, as promptly as practicableshall not have been waived by Merger Sub, but Merger Sub expressly reserves the right to (and, in no event later than five business days after the date of this Agreementsuch case, Sprint Parent shall commence the Offer. The obligation of Sprint cause Merger Sub to), from time to commence time, extend the Offer and accept for paymentadditional successive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined by Parent), and pay for, any shares until all of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01Annex I are satisfied or validly waived in order to permit the Acceptance Time to occur, 2.02 and 2.03 (or written waivers as set forth thereinii) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or Merger Sub shall extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant from time to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC applicable to the Offer Offer. If less than 90% of the number of outstanding shares of Company Common Stock are accepted for purchase pursuant to the Offer, Merger Sub may, in its sole discretion (and without the consent of the Company or any other Person), elect to provide for one or more subsequent offering periods (iiiof up to twenty (20) extend Business Days in the aggregate) in accordance with Rule 14d-11 under the Exchange Act. Merger Sub expressly reserves the right from time to time to waive any of the conditions set forth in Annex I (other than the Minimum Condition and the condition set forth in subparagraph (e) of Annex I) or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, reduce the time period during which the Offer shall remain open or, except for any reason on one occasion for an aggregate period of not more than 5 business days beyond extension required or permitted hereunder, extend or otherwise change the latest expiration date that would otherwise be permitted under clause (i) of the Offer, or (ii) amend, modify or supplement any other term of this sentence but in no event may the Offer extend beyond in any manner adverse to the Expiration Dateholders of shares of Company Common Stock or in a manner which would delay consummation of the Offer. (b) On Subject to the date first sentence of commencement Section 2.1(a), as promptly as reasonably practicable and, in any event, no later than the Offer Commencement Date, in order to reflect the execution of this Agreement and the Offerterms hereof, Sprint Parent shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, which shall will contain an offer to purchase and a related form of a letter of transmittal and summary advertisement (such Schedule 14D-1 and schedule together with the documents included therein pursuant to which the Offer will be is made, together with and any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that Subject to the Company’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents shall comply to be disseminated to holders of shares of Company Common Stock as to form in all material respects with the Exchange Act required by applicable U.S. federal securities Laws. Parent and that the Offer Documents Merger Sub, on the date first publishedone hand, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by and the Company, Newco or Newco Sub specifically for inclusion in on the Offer Documents. Each of the Parties agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect or as otherwise required by Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholders, in each case holders of shares of Company Common Stock as and to the extent required by applicable Federal U.S. federal securities lawsLaws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 2.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to their filing before they are filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint agrees to In addition, Parent and Merger Sub shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Sprint Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response. (c) In the event this Agreement is terminated pursuant to Section 8.1 prior to the Acceptance Time, Parent and Merger Sub shall promptly terminate the Offer without accepting any shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) If any portion of the Offer Price is to be paid to a Person other than the Person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such transfer to such other Person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (e) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable, practicable (but in no event later than five business days after the date public announcement of this Agreementthe execution hereof), Sprint Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Company Common Stock (including the Rights) at a price of $15.50 per share of Company Common Stock, net to the seller in cash (such price, or any such higher price per share as may be paid in the Offer. The obligation , being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of Sprint to commence the Offer and accept for paymentOffer, and pay for, any that number of shares of Company Common Stock tendered pursuant which represents at least a majority of the Company Common Stock outstanding on a fully diluted basis (the "Minimum Condition") and to the Offer shall be subject to the other conditions set forth in Sections 2.01Annex A hereto, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not shall consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with its terms ("fully diluted basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under warrants and outstanding employee stock options). The obligations of Acquisition to accept for payment and to pay for any Company Common Stock validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms hereof set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Acquisition shall not amend or extend waive the Minimum Condition and shall not decrease the Offer beyond June 15Price or decrease the number of shares of Company Common Stock sought, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment amend any other condition of the shares Offer in any manner adverse to the holders of the Company Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without if on the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the initial scheduled expiration date of the Offer any which shall be 20 business days after the date of the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act (as defined below) to have expired or been terminated, Acquisition shall extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Acquisition shall, on the terms and subject to the prior satisfaction or waiver of the conditions to Sprint's obligation to of the Offer, accept for payment, payment and pay for, shares of for Company Common Stock shall tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Company Common Stock tendered and not have been satisfied or waivedwithdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, until such time as such conditions are satisfied or waived, (ii) Acquisition may extend the Offer one time for any a period required by any rulenot to exceed twenty business days, regulation, interpretation or position of the SEC applicable notwithstanding that all conditions to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period are satisfied as of not more than 5 business days beyond the latest such expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration DateOffer. (b) On As soon as practicable on the date of commencement of the OfferOffer is commenced, Sprint Parent and Acquisition shall file with the SEC United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which shall contain an offer the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the The Offer Documents shall will comply as to form in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and that the Offer Documents on the date first published, sent or given to the Company's stockholders shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint Parent or Sprint L.P. Acquisition with respect to information supplied furnished by the CompanyCompany to Parent or Acquisition, Newco or Newco Sub specifically in writing, expressly for inclusion in the Offer Documents. The information supplied by the Company to Parent or Acquisition, in writing, expressly for inclusion in the Offer Documents and by Parent or Acquisition to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and Acquisition will take all steps necessary to cause the Parties agrees Offer Documents to be filed with the SEC and to be disseminated to holders of the Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Acquisition, on the one hand, and the Company, on the other hand, will promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect and Sprint further agrees to Parent and Acquisition will take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Company's stockholdersCompany Common Stock, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable the opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing Schedule 14D-1 before it is filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint agrees to In addition, Parent and Acquisition will provide the Company and its counsel in writing with any comments that Sprint comments, whether written or its oral, Parent, Acquisition or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII, Merger Sub shall commence (within the provisions meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement on the date hereof or the following day of this Agreement, Sprint shall Merger Sub's intention to commence the Offer. The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall only be subject to (i) the condition (the "Minimum Condition") that at least the number of shares of Company Common Stock (together with the shares of the Company Common Stock, if any, then owned by Parent or Merger Sub) constituting a majority of the then outstanding shares of Company Common Stock on a fully diluted basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Sections 2.01Exhibit A. As used herein, 2.02 "fully diluted basis" means issued and 2.03 outstanding shares of Company Common Stock and shares of Company Common Stock subject to issuance under vested Options (or written waivers as set forth thereindefined in Section 2.06(c)) and shares of Company Common Stock subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock, but shall not include unvested Options. Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waive any such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without unless Parent and Merger Sub shall have obtained the prior written approval of the Company's consent, -------- ------- Sprint no change may be made in the Offer which (i) extend decreases the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waivedPer Share Amount, (ii) extend changes the Offer for any period required by any ruleform of consideration to be paid in the Offer, regulation(iii) reduces the maximum number of shares of Company Common Stock to be purchased in the Offer, interpretation or position of (iv) modifies the SEC applicable conditions to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) set forth in Exhibit A or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect imposes conditions to the Offer Documents promptly after in addition to those set forth in Exhibit A, (v) modifies or waives the receipt Minimum Condition or (vi) except as provided in Section 1.01(b), extends the Offer. The Per Share Amount shall, subject to applicable withholding of such comments.taxes, be net to the seller in cash, upon the terms and subject to the conditions of

The Offer. (a) Subject to the provisions of this ---------- Agreement, as promptly as practicable, but in no event later than five business days after the date public announcement of this Agreementthe Offer, Sprint Acquisition Sub shall commence the Offer. The obligation of Sprint Acquisition Sub to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock or Preference Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 Exhibit A (any of which may be waived in whole or written waivers as set forth thereinin part by Acquisition Sub in its sole discretion) and to the terms and conditions of this Agreement. Sprint may not consummate Acquisition Sub expressly reserves the Offer prior right to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15except that, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company, Acquisition Sub shall not (i) reduce the number of shares of Company (such consent Common Stock or Preference Stock to be authorized by purchased in the Board Offer, (ii) reduce the Common Stock Offer Price or the Preference Stock Offer Price, (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of Directors consideration payable in the Offer or (vi) amend any other term of the Offer in a manner adverse in any material respect to the holders of Company Common Stock or Preference Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at the any scheduled expiration date of the Offer Offer, any of the conditions to SprintAcquisition Sub's obligation to accept for payment, and pay for, shares of Company Common Stock or Preference Stock shall not have been be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend terminate the Offer for without prejudice to any reason on one occasion for an aggregate period of not more than 5 business days beyond its and Parent's rights under this Agreement, including to proceed with the latest expiration date that would otherwise be permitted under clause (i) or (ii) Merger in accordance with, and subject to the terms and conditions of, this Agreement. Subject to the terms and conditions of this sentence but in no event may the Offer extend beyond and this Agreement, Acquisition Sub shall accept for payment, and pay for, all shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to the Expiration DateOffer that Acquisition Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after expiration of the Offer, subject to compliance with Rule 14e-1(c) under the Exchange Act (as defined below). (b) On the date of commencement of the Offer, Sprint Parent and Acquisition Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees Parent and Acquisition Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and that the Offer Documents rules and regulations promulgated thereunder (the "Exchange Act") and, on the date first published, sent or given to the Company's stockholders stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint Parent or Sprint L.P. Acquisition Sub with respect to information supplied regarding the Company or its subsidiaries or provided by the Company, Newco or Newco Sub specifically Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Acquisition Sub and the Parties Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint each of Parent and Acquisition Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees Parent and Acquisition Sub agree to provide the Company and its counsel any comments that Sprint or its requests for additional information Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate, including by way of discussion with the SEC or its staff, in the response of Parent and/or Acquisition Sub to such comments. (c) Parent shall provide or cause to be provided to Acquisition Sub on a timely basis the funds necessary to accept for payment, and pay for, any shares of Company Common Stock and Preference Stock that Acquisition Sub accepts for payment, and becomes obligated to pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicableand provided that this Agreement shall not have been terminated in accordance with Section 9.1 and subject to the satisfaction or waiver of each of the conditions to the Offer set forth in Annex A to this Agreement (the "Offer Conditions"), but in no event not later than five the tenth (10th) business days after day from the date of public announcement (counting the business day on which such announcement is made) of the execution of this Agreement (which date of announcement shall be no later than the first business day after the execution of this Agreement), Sprint Acquiror shall cause Merger Sub to commence (within the Offermeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer at a price equal to the Common Stock Price for each and every share of Company Common Stock. The obligation of Sprint Merger Sub to commence consummate the Offer and Offer, to accept for payment, payment and to pay for, for any shares of Company Common Stock tendered pursuant to the Offer shall be subject solely to the conditions satisfaction or waiver of the Offer Conditions. It is agreed that the Offer Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to any such condition and Merger Sub expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the prior written consent of Company, Merger Sub shall not waive the Minimum Condition (as defined in Annex A) or the condition set forth in Sections 2.01paragraph (f) of Annex A. The initial time and expiration date of the Offer shall be 12:00 midnight Eastern Standard Time on the date that is the 20th business day following the commencement of the Offer (determined using Rule 14d-2 under the Exchange Act) (the "Scheduled Expiration Date" and any date to which the Offer is extended as permitted by Section 1.1(b) shall be referred to herein as the "Extended Expiration Date"). (b) Merger Sub expressly reserves the right, 2.02 in its sole discretion, to modify and 2.03 (or written waivers as set forth therein) and make changes to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15provided, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case that without the prior written consent of the Company (such which consent to will not be valid unless authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent no modification or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint change may be made which (i) extend decreases the Offer, if at the scheduled expiration date of consideration payable in the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time (except as such conditions are satisfied or waivedpermitted by this Agreement), (ii) extend changes the form of consideration payable in the Offer for any period required (other than by any ruleadding consideration), regulation(iii) changes the Minimum Condition, interpretation or position (iv) decreases the maximum number of shares of Company Common Stock sought pursuant to the SEC applicable Offer, (v) changes the material conditions to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date.a manner (bc) On the date of commencement of the Offer, Sprint Acquiror and Merger Sub shall file with the SEC with respect to the Offer a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO") with respect to the OfferOffer which will comply in all material respects with the provisions of applicable federal securities laws, which shall and will contain an the offer to purchase relating to the Offer and a forms of related letter letters of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will shall be made, together with any supplements or amendments thereto and including the exhibits thereto, are referred to herein collectively as the "Offer Documents"). Sprint agrees that Acquiror shall deliver copies of the proposed forms of the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given Company at least 48 hours prior to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that filing such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed documents with the SEC for review and to be disseminated to the Company's stockholders, in each case as comment by Company and to the extent required by applicable Federal securities lawsits counsel. The Company and its counsel shall be given a reasonable opportunity not less than 48 hours to review any amendments and supplements to the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company's stockholders. Sprint agrees to Acquiror shall provide the Company and its counsel in writing any comments that Sprint Merger Sub, Acquiror or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly and in any event not later than 24 hours after the receipt thereof. Each of such commentsCompany, Acquiror and Merger Sub shall promptly correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect and Acquiror and Merger Sub further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the stockholders of Company, in each case, as and to the extent required by applicable federal securities laws.

The Offer. (a) Subject to the provisions of this Merger Agreement, as promptly as practicable, but in no event later than five business days after the date of this AgreementFebruary 23, Sprint 1998, Sub shall, and Purchaser shall cause Sub to, commence the Offer. The obligation of Sprint Sub to, and of Purchaser to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares and Company Preferred Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01Exhibit A (any of which, 2.02 and 2.03 including the Minimum Condition (or written waivers as set forth thereindefined in Exhibit A) may be waived by Sub in its sole discretion) and to the terms and conditions of this Merger Agreement. Sprint may not consummate Sub expressly reserves the Offer prior right to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15except that, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company, Sub shall not (i) reduce the number of Company (such consent Common Shares and Company Preferred Shares to be authorized by purchased in the Offer; (ii) reduce the Common Share Offer Price or the Preferred Share Offer Price, except as otherwise provided in this Merger Agreement; (iii) modify or add to the conditions set forth in Exhibit A in any manner that the Board of Directors Trustees of the Company). Subject , in the exercise of its fiduciary obligations, determines to be adverse to the terms and conditions thereofholders of Company Common Shares or Company Preferred Shares; (iv) except as provided in the next sentence, extend the Offer; (v) change the form of consideration payable in the Offer; or (vi) amend any other term of the Offer shall expire at midnight New York City time on in a manner that the date that is 20 business days from Board of Trustees of the date Company, in the Offer is first publishedexercise of its fiduciary obligations, sent or given determines to be adverse to the holders of Company Common Stock; providedShares and Company Preferred Shares. Notwithstanding the foregoing, howeverSub may, that without the consent of the Company's consent, -------- ------- Sprint may (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at the scheduled expiration date of the Offer any of the conditions to SprintSub's obligation to accept for payment, and pay for, shares of Company Common Stock Shares and Company Preferred Shares shall not have been be satisfied or waived, until such time as such conditions are satisfied or waived, ; or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Subject to the terms and conditions of the Offer and (iii) extend this Merger Agreement, Sub shall, and Purchaser shall cause Sub to, accept for payment, and pay for, all Company Common Shares and Company Preferred Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may payment, and pay for, pursuant to the Offer extend beyond as soon as practicable after the Expiration Dateexpiration of the Offer. (b) On the date of commencement of the Offer, Sprint Purchaser and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees Purchaser and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and that the rules and regulations promulgated thereunder (the "Exchange Act"), and the Offer Documents on the date first published, sent or given to the Company's stockholders shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint Purchaser or Sprint L.P. Sub with respect to information supplied by the Company, Newco or Newco Sub Company specifically for inclusion in the Offer Documents. Each of Purchaser, Sub and the Parties Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint each of Purchaser and Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholdersshareholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders shareholders of the Company. Sprint agrees Purchaser and Sub agree to provide the Company and its counsel any comments that Sprint Purchaser, Sub or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Subject to the terms and conditions of the Offer, Purchaser shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Company Common Shares and Company Preferred Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Section 7.1 hereof, Merger Sub shall, as promptly as practicablepracticable after the date hereof (and Merger Sub shall use commercially reasonable efforts to, but in no event later than five within ten (10) business days after the date of this Agreementhereof), Sprint shall commence the Offer. The obligation of Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered Each Share accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive a fraction of share of Parent Common Stock (the "EXCHANGE RATIO") equal to 0.79. The initial expiration date of the Offer shall be the twentieth business day following commencement of the Offer. The Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than condition that there shall be validly tendered in accordance with the terms hereof or extend of the Offer beyond June 15, 1998 (prior to the earlier of June 15, 1998 or the expiration date of acceptance for payment the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) and not withdrawn a number of shares of Company Common Stock which, together with the shares of Company Common Stock tendered pursuant then owned by Parent and Merger Sub (if any), represents at least a majority of the sum of (i) the total number of shares of Company Common Stock outstanding immediately prior to the expiration of the Offer is (as it may be extended in accordance with the requirements of this Section 1.1(a)), and (ii) a number of shares of Company Common Stock determined by Parent up to a maximum of the total number of shares of Company Common Stock issuable upon the exercise or conversion of all options, warrants, rights and convertible securities (if any) that will be vested by the Outside Date (as defined in Section 7.1(b)(ii) hereof) (the number of shares determined by adding the shares referred to in clause "(i)" and clause "(ii)" of this sentence being hereinafter referred to as the "Expiration DateFULLY DILUTED SHARES") (and the condition previously referred to in this sentence being referred to as the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Parent and Merger Sub expressly reserve the right to waive the conditions to the Offer and to make any such case change in the terms or conditions of the Offer; PROVIDED, HOWEVER, that without the prior written consent of the Company, no change may be made which decreases the number of shares of Company (such consent Common Stock sought in the Offer, changes the form or amount of consideration to be authorized by paid, imposes conditions to the Board of Directors Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition or any of the Companyconditions set forth in clauses (2), (4), (5) or (7) of Annex I, extends the Offer (except as set forth in the following two sentences), or makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of shares of Company Common Stock. Subject to the terms and conditions thereof, of the Offer shall expire at midnight New York City time on and this Agreement and the date that is 20 business days from satisfaction (or waiver to the date extent permitted by this Agreement) of the Offer is first published, sent or given conditions to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if Merger Sub shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) and shall pay for all such shares of Company Common Stock promptly after acceptance; PROVIDED, HOWEVER, that (x) Merger Sub shall extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and (iiy) Merger Sub may extend the Offer for any period if and to the extent required by any rule, regulation, interpretation or position the applicable rules and regulations of the SEC applicable to Securities and Exchange Commission ("SEC") or The New York Stock Exchange (the Offer and (iii) "NYSE"). In addition, Merger Sub may extend the Offer after the acceptance of shares of Company Common Stock thereunder for any reason on one occasion for an aggregate a further period of not more than 5 business days beyond time by means of a subsequent offering period under Rule 14d-11 promulgated under the latest expiration date that Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). No fraction of a share of Parent Common Stock will be issued in connection with the exchange of Parent Common Stock for shares of Company Common Stock upon consummation of the Offer, but in lieu thereof each tendering stockholder who would otherwise be permitted under clause entitled to receive a fraction of a share of Parent Common Stock (iafter aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) or in the Offer shall receive from Parent an amount of cash (iirounded up to the nearest whole cent), without interest, equal to the product obtained by multiplying such fraction by the average closing sale price of one (1) share of Parent Common Stock on the NYSE during the ten (10) trading days ending on the trading day immediately prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this sentence but in no event may the Offer extend beyond the Expiration DateSection 1.1(a)). (b) On As soon as practicable after the date of this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the "REGISTRATION STATEMENT"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "PRELIMINARY PROSPECTUS"). As soon as practicable on the date of commencement of the Offer, Sprint Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, Offer which shall will contain an offer to purchase or incorporate by reference all or part of the Preliminary Prospectus and a form of the related letter of transmittal and summary advertisement advertisement, if any (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, collectively the "Offer DocumentsOFFER DOCUMENTS"). Sprint agrees that , and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Common Stock. The Company shall comply as promptly furnish to form in Parent and Merger Sub all material respects with information concerning the Exchange Act Company, the Company's Subsidiaries and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain that may be required or reasonably requested in connection with any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make action contemplated by this Section 1.1(b). Parent, Merger Sub and the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees Company each agree promptly to correct any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Sprint further agrees Merger Sub agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholdersholders of shares of Company Common Stock , in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO, the Registration Statement and the Offer Documents and all amendments and supplements thereto prior to their filing being filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint Parent agrees to provide the Company and its counsel with any comments that Sprint Parent, Merger Sub or its their counsel may receive in writing from the SEC or its staff with respect to the Offer Documents promptly as soon as practicable after the receipt of such written comments.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the provisions events set forth in paragraphs (a)—(g) of this AgreementAnnex I hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than five business days on the date that is the 10th Business Day after the date of this Agreement, Sprint MergerSub shall, and Parent shall cause MergerSub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase for cash all of the outstanding shares of Company Common Stock at the Offer Price. The initial Expiration Date of the Offer shall be 12 midnight, New York City time, at the end of the 20th Business Day following commencement of the Offer. The obligation obligations of Sprint MergerSub to, and of Parent to commence cause MergerSub to, accept for payment and to pay for any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer and accept for paymentnot validly withdrawn shall be subject only to (i) there being validly tendered and not validly withdrawn prior to the expiration of the Offer that number of shares of Company Common Stock which, and pay for, when added to any shares of Company Common Stock already owned by Parent or any of the Parent Subsidiaries, if any, represents at least a majority of the shares of Company Common Stock outstanding on a Fully-Diluted Basis, excluding shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures (the Offer shall be subject “Minimum Condition”) and (ii) the satisfaction or waiver (to the extent permitted under this Agreement) of the other conditions set forth in Sections 2.01Annex I hereto (collectively, 2.02 and 2.03 (the “Offer Conditions”). MergerSub expressly reserves the right, from time to time, to waive any of the Offer Conditions or written waivers as set forth therein) and to make other changes in the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the prior written consent of the Company's consent, -------- ------- Sprint may MergerSub shall not (iA) amend or waive the Minimum Condition, (B) decrease the Offer Price, (C) decrease the number of shares of Company Common Stock sought in the Offer, (D) change the form of consideration payable in the Offer, (E) impose conditions to the Offer that are in addition to the Offer Conditions, (F) extend the Offer, if at the scheduled expiration date Expiration Date of the Offer in any manner other than as permitted in this Section 1.01 or (G) amend any of the terms and conditions of the Offer in any manner adverse to Sprint's obligation to accept for payment, and pay for, the holders of the shares of Company Common Stock Stock. Notwithstanding the foregoing, (u) if there shall have been one or more Extension Excluded Parties as of the Extension Excluded Party Notice Date and the Company shall have delivered to Parent the written notice identifying such Extension Excluded Party in accordance with Section 5.03(b), MergerSub shall extend the Offer until the first Business Day following the Cut-off Date, (v) if on the initial Expiration Date of the Offer or on any subsequent scheduled Expiration Date of the Offer, all Offer Conditions shall not have been satisfied or waived, until MergerSub may, from time to time, in its sole discretion, extend the Offer for one or more periods of not more than five (5) Business Days each beyond such time as such conditions are satisfied or waivedExpiration Date, provided, however, that MergerSub shall not be entitled to extend the Offer to any date occurring after the Termination Date, (iiw) MergerSub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NASDAQ applicable to the Offer and Offer, (iiix) MergerSub shall extend the Offer for one or more periods of no more than five (5) Business Days each (or such longer period as the parties hereto agree) until the condition set forth in clause (ii) of the first paragraph of Annex I related to the HSR Act and Foreign Antitrust Laws is satisfied or waived; provided, however, that in no event shall MergerSub be required to extend the Offer (1) beyond the Termination Date or (2) at any reason time that Parent or MergerSub is permitted to terminate this Agreement pursuant to Article VIII, (y) if on one any scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied, then MergerSub shall extend the Offer on a single occasion for an aggregate period a five (5) Business Day period; provided, however, that in no event shall MergerSub be required to extend the Offer (1) beyond the Termination Date or (2) at any time that Parent or MergerSub is permitted to terminate this Agreement pursuant to Article VIII, and (z) MergerSub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act (a “Subsequent Offering Period”) of not more than 5 business days beyond twenty (20) Business Days to meet the latest expiration date objective that would otherwise there be validly tendered, in accordance with the terms of the Offer, prior to the Expiration Date and not validly withdrawn, a number of shares of Company Common Stock, which when added to any shares of Company Common Stock already owned by Parent or any of the Parent Subsidiaries, represent at least 90% of the then outstanding shares of Company Common Stock at the Offer Closing (including following the exercise of the Top-Up Option at Parent or MergerSub’s option). In addition, MergerSub may increase the Offer Price and extend the Offer to the extent required by applicable Law in connection with such increase in each case in its sole discretion and without the Company’s consent. Subject to the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver by Parent or MergerSub (to the extent permitted under clause (i) or (iithis Agreement) of this sentence but the other Offer Conditions, MergerSub shall, and Parent shall cause MergerSub to, in no event may accordance with the terms of the Offer, consummate the Offer extend beyond and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Expiration Offer promptly (within the meaning of Rule 14e-1(c) promulgated under the Exchange Act) after expiration of the Offer (subject to the provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Offer Price shall be net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. Acceptance for payment of the shares of Company Common Stock pursuant to and subject to the conditions of the Offer after the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. If the payment of the Offer Price is to be made to a Person other than the Person in whose name the tendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so tendered be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate tendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of Parent and MergerSub that such Tax either has been paid or is not required to be paid. (b) On MergerSub shall not terminate the date Offer prior to any scheduled Expiration Date without the prior written consent of commencement the Company, except if this Agreement is terminated pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, MergerSub shall, and Parent shall cause MergerSub to, promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, Sprint and MergerSub shall not in the event of any such termination pursuant to Article VIII acquire any shares of Company Common Stock pursuant to the Offer. If the Offer is terminated by MergerSub, or this Agreement is terminated prior to the acquisition of shares of Company Common Stock in the Offer, MergerSub shall promptly (within the meaning of Rule 14e-1(c) promulgated under the Exchange Act) return, and shall cause any depositary acting on behalf of MergerSub to return, in accordance with applicable Law, all shares of Company Common Stock that have been tendered in the Offer to the registered holders thereof. (c) As soon as practicable on the date the Offer is commenced, Parent and MergerSub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, which shall contain an include the offer to purchase and a forms of the related letter of transmittal and summary advertisement notice of guaranteed delivery and all other required or appropriate ancillary Offer documents (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that Subject to the Company’s compliance with Section 1.02(c), Parent and MergerSub shall cause the Offer Documents shall comply to be disseminated to holders of shares of Company Common Stock as to form in all material respects with the Exchange Act required by applicable U.S. federal securities Laws. Parent and that the Offer Documents MergerSub, on the date first publishedone hand, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by and the Company, Newco or Newco Sub specifically for inclusion in on the Offer Documents. Each of the Parties agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Sprint respect or as otherwise required by applicable Law. MergerSub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholders, in each case holders of shares of Company Common Stock as and to the extent required by applicable Federal U.S. federal securities lawsLaws. The Company shall promptly furnish to Parent and MergerSub all information concerning the Company that is required or reasonably requested by Parent or MergerSub in connection with the obligations relating to the Offer Documents contained in this Section 1.01(c). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to their filing before they are filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint agrees to In addition, Parent and MergerSub agree to: (i) provide the Company and its counsel with any comments or communications that Sprint Parent, MergerSub or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or MergerSub’s, as the case may be, receipt of such comments or communications, (ii) cooperate with the Company and its counsel in responding to such comments or communications, and (iii) use their respective reasonable best efforts to respond promptly to such comments. (d) Parent shall provide or cause to be provided to MergerSub on a timely basis the consideration necessary to pay for any shares of Company Common Stock that MergerSub becomes obligated to accept for payment and pay for pursuant to the Offer, and shall cause MergerSub to fulfill all of MergerSub’s obligations under this Agreement.

The Offer. (a) Subject to So long as this agreement shall not have been terminated in accordance with Section 8.01 and none of the provisions events set forth in Annex I hereto (as hereinafter provided) shall have occurred or exist, the Purchaser shall, and Parent shall cause the Purchaser to, commence (within the meaning of this AgreementRule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as practicablepracticable after the date hereof, but in no any event not later than five the fifth business days after day following the date of hereof, the Offer for all outstanding Shares at the Share Offer Price applicable to such Shares, net to the seller in cash in accordance with this Agreement, Sprint shall commence the Offer. The obligation of Sprint to commence the Offer and accept initial expiration date for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 twentieth business day from and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from after the date the Offer is first publishedcommenced, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). As promptly as reasonably practicable, on the commencement date of the Offer, Sprint the Parent and the Purchaser shall file with the SEC a Securities and Exchange Commission (the "SEC"), with respect to the Offer, the Purchaser's Tender Offer Statement on Schedule 14D-1 with respect to (the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement "Schedule 14D-1") (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. Sprint agrees that The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents and any amendment or supplement thereto prior to the filing thereof with the SEC, and Parent and Purchaser shall consider such comments in good faith. Parent and Purchaser agree to provide to the Company and its counsel any comments which Parent, Purchaser or their counsel may receive from the Staff of the SEC with respect to the Offer Documents promptly after receipt thereof. The obligation of Parent to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject to the satisfaction or waiver (to the extent permitted by this Agreement) of the conditions set forth in Annex I hereto (the "Offer Conditions"). Without the prior written consent of the Company, the Purchaser shall not decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, change the conditions set forth in Annex I, waive the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer, except as otherwise provided herein, extend the Initial Expiration Date or amend any other term of the Offer in any (b) The Offer Documents will comply as to form in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and that the Offer Documents on the date first published, sent or given to the Company's stockholders stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint Parent or Sprint L.P. the Purchaser with respect to information supplied by the Company, Newco or Newco Sub specifically Company in writing for inclusion in the Offer Documents. Each of Parent and the Parties Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect and Sprint the Purchaser further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to stockholders of the Company's stockholders, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Article VIII, as promptly as practicable, reasonably practicable after the date of this Agreement but in no event later than five ten business days after the date of this Agreement, Sprint Merger Sub shall, and Parent shall cause Merger Sub to (and the Company shall cooperate with Parent and Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”)) the Offer. The obligation of Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 . (or written waivers as set forth thereinb) and Subject to the terms and conditions of this Agreement. Sprint may not , including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions ”), Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer prior in accordance with its terms and accept for payment each share of Company Common Stock validly tendered and not properly withdrawn pursuant to March 20the Offer (the time and date of acceptance for payment, 1998the “ Acceptance Time ”) and promptly following the acceptance of the shares of Company Common Stock for payment pursuant to the Offer, modify pay (subject to any withholding of Tax pursuant to Section 1.01(i) or amend Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Sub to (and of Parent to cause Merger Sub to) accept for payment, and pay the Offer Price net to the seller in cash, without interest, for, each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Sub if permitted hereunder, of each of the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “ Offer to Purchase”) that contains the terms and conditions of the Offer as set forth in this Agreement, including the Minimum Tender Condition (as defined in Annex I) and the other conditions set forth in Annex I. Parent and Merger Sub expressly reserve the right (in their sole discretion) to (i) increase the Offer Price, (ii) waive, in whole or in part, any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided by Section 1.01(k), without the prior written consent of the Company, Parent and Merger Sub shall not (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose additional conditions on the consummation of the Offer, terminate (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of shares of Company Common Stock, (F) change or waive the Minimum Tender Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by Section 1.01(e) of this Agreement or (H) otherwise amend or modify the Offer in a manner that adversely affects any holder of shares of Company Common Stock. (d) Unless extended pursuant to and in accordance with the terms hereof of this Agreement, the Offer shall expire at midnight, New York time, on the date that is 20 business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date ”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the “ Expiration Date ”). (e) The Offer shall be extended from time to time as follows: (i) If on or prior to any then scheduled Expiration Date, any of the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied at the Acceptance Time), or waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer beyond June 15for one or more successive periods of up to 10 business days each in order to permit the satisfaction of such conditions (subject to the right of Parent and Merger Sub to waive any condition (other than the Minimum Tender Condition) in accordance with this Agreement); provided that, 1998 (such extension of the Offer does not extend past the earlier of June 15(A) the termination of this Agreement pursuant to Article VIII and (B) December 31, 1998 2012 (the “ Outside Date”); (ii) If, within five business days prior to any then scheduled Expiration Date, the Company receives a Company Competing Proposal (or a revision to a previously received Company Competing Proposal), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer so that the Expiration Date does not occur until the later of (x) the date that is 5 business days following the date of acceptance for payment the Company’s initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the first business day following the expiration of the shares applicable Notice Period related to such Acquisition Proposal (or such revision to a previously received Acquisition Proposal); provided, that such extension of Common Stock tendered the Offer shall not extend past the termination of this Agreement pursuant to Article VIII; provided, further, that Merger Sub shall only be required to provide for one such extension of the Offer is hereinafter referred pursuant to as this Section 1.01(e)(ii) ; and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the "Offer for any period or periods required by applicable Law, by interpretation or position of the Securities and Exchange Commission (the “ SEC”) or its staff or by the New York Stock Exchange ( “NYSE”) applicable to the Offer. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date (including any rescheduled Expiration Date") in any such case without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article VIII. Nothing in this Section 1.01 shall affect any of the termination rights set forth in Article VIII. (f) If fewer than 90% of the number of outstanding shares of Company Common Stock are accepted for payment pursuant to the Offer, Parent and Merger Sub may, and at the request of the Company shall, and upon any such consent to be authorized request by the Board of Directors of Company Parent shall cause the Company)Merger Sub to, provide for one “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend this Agreement and the Offer, if at the scheduled expiration date of the Offer Merger Sub shall (and Parent shall cause Merger Sub to) promptly after any of the conditions to Sprint's obligation to Company Common Stock is validly tendered during a “subsequent offering period” (or any extension thereof) accept for payment, and pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for, shares each share of Company Common Stock that is validly tendered during such “subsequent offering period” or any extension thereof promptly after any such share of Company Common Stock is tendered during any such period. The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.01(f). (g) In the event that this Agreement is terminated pursuant to Article VIII, Merger Sub shall not have been satisfied or waived(and Parent shall cause Merger Sub to) (i) within one business day of such termination, until such time as such conditions are satisfied or waivedterminate the Offer, (ii) extend the Offer for not acquire any period required by any rule, regulation, interpretation or position shares of the SEC applicable Company Common Stock pursuant to the Offer and (iii) extend cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Dateregistered holders thereof. (bh) On As promptly as practicable on the date of the commencement of the Offer, Sprint Parent and Merger Sub shall prepare and file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which shall the “Schedule TO”) that will contain an offer or incorporate by reference the Offer to purchase Purchase, the summary advertisement and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto and including exhibits thereto, the "“ Offer Documents"Documents ”). Sprint agrees that Parent and Merger Sub shall as promptly as practicable cause the Offer Documents to be disseminated to holders of the shares of Company Common Stock in accordance with and to the extent required by Rule 14d-4 under the Exchange Act. Parent and Merger Sub agree that they shall cause the Offer Documents filed with the SEC by either Parent or Merger Sub to comply as to form in all material respects with the Exchange Act and other applicable Laws. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub and Parent’s counsel all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.01(h), including such information required by applicable Laws to be set forth in the Offer Documents. No filing of, or amendment or supplement to, the Offer Documents on will be made by Parent or Merger Sub, without providing the date first published, sent Company and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Acceptance Time or given during any “subsequent offering period” (or extension thereof) any information relating to the Company's stockholders shall , Parent, Merger Sub, or any of their respective Affiliates, directors or officers should be discovered by any of the parties hereto, which should be set forth in an amendment or a supplement to the Offer Documents so that such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except the party that no representation is made discovers such information shall promptly notify the other parties hereto, and Parent and Merger Sub shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Sprint Law, shall disseminate such amendment or Sprint L.P. supplement to the stockholders of the Company. Parent and Merger Sub shall notify the Company promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Offer Documents or for additional information, and shall promptly supply the Company with copies of all correspondence (including a written summary of any oral communications) between Parent, Merger Sub or any of their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees Parent and Merger Sub shall respond promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from of the SEC or its staff with respect to the Offer Documents promptly after Documents. (i) If any portion of the receipt Offer Price is to be paid to a person other than the person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such commentsissuance or transfer to such other person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. For the avoidance of doubt, Section 2.02(g) applies to payments made pursuant to this Section 1.01. (j) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (k) If, between the date of this Agreement and the Acceptance Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Company Common Stock of other equity awards relating to the Company Common Stock or (ii) the grant of stock-based compensation (other than any such grants not made in accordance with the terms of this Agreement) to directors or employees of the Company or its Subsidiaries under the Company’s stock option or compensation plans or arrangements), the Offer Price shall be appropriately and proportionately adjusted to reflect such reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article VII and subject to the provisions conditions of this Agreement, then (i) not later than the first Business Day after execution of this Agreement, LUKOIL Americas and the Company shall issue mutually acceptable public announcements regarding the execution of this Agreement and file such announcement with the Securities and Exchange Commission (the "SEC") under cover of Schedule TO and (ii) Merger Sub shall, and LUKOIL Americas shall cause Merger Sub to, as promptly soon as practicable, but in no event later than five business days seven Business Days from and after the date of such announcement, including the date of announcement as the first Business Day in accordance with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer to purchase all of the outstanding shares of Company Common Stock (other than as otherwise provided in this Agreement) at the Price Per Share. The initial expiration date of the Offer shall be the twentieth Business Day from and after the date the Offer is commenced, Sprint including the date of commencement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act subject to extension as provided herein. The Offer shall commence be made pursuant to an Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to the OfferCompany and containing terms and conditions consistent with this Agreement. The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend of this Agreement shall be subject only to (x) there being at least that number of shares of Company Common Stock representing a majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis (the "Minimum Shares") validly tendered and not withdrawn prior to the expiration of the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or "Minimum Condition") and (y) the date of acceptance for payment satisfaction of the shares other conditions set forth in Annex A hereto, any of Common Stock tendered pursuant to which conditions may be waived by Merger Sub in its sole discretion; provided, however, that Merger Sub shall not waive the Offer is hereinafter referred to as the "Expiration Date") in any such case Minimum Condition without the prior written consent of the Company. Each party agrees that no shares of Company Common Stock held by it or any of its Subsidiaries will be tendered to Merger Sub pursuant to the Offer. (such b) Merger Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent to be authorized by the Board of Directors of the Company). Subject , Merger Sub will not (i) decrease the Price Per Share payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the terms and Offer or change the form of consideration payable in the Offer, (iii) change or amend the conditions thereof, to the Offer shall expire at midnight New York City time on set forth in Annex A hereto or impose additional conditions to the Offer, (iv) change the expiration date that is 20 business days from the date of the Offer is first published, sent or given (v) otherwise amend or add any term or condition of the Offer in any manner adverse in any material respect to the holders of shares of Company Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer on any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.scheduled

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Article IX, as promptly as practicable, but in no event later than five business days practicable after the date hereof, Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of this AgreementRule 14d-2 under the Exchange Act, Sprint shall commence a tender offer (the “Offer. The obligation ”) to purchase all of Sprint to commence the Offer and accept for payment, and pay for, any outstanding shares of Company Common Stock tendered at a price per share equal to $9.40 net to seller in cash, without interest (such amount or any higher amount per share of Company Common Stock paid pursuant to the Offer shall be in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes in accordance with Section 3.01(h), on the terms and subject to the conditions set forth in Sections 2.01this Agreement. The consummation of the Offer, 2.02 and 2.03 the obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the DGCL) in the Offer and not properly withdrawn prior to the Expiration Time that number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or written waivers any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), represents fifty-one percent (51%) of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with its terms (the “Termination Condition”) and (iii) the satisfaction, or waiver (to the extent such waiver is permitted by Applicable Law and this Agreement) by Parent or Merger Sub, of the other conditions and requirements set forth thereinin Exhibit B (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction, or waiver by Merger Sub in accordance with the terms of this Agreement, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) at or as promptly as practicable following the Expiration Time (in any event, no later than the second Business Day immediately following the date on which the Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and (ii) at or as promptly as practicable following the Expiration Time (in any event, no later than the third Business Day immediately following the date on which the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The Parties agree that the Offer and Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with the foregoing are not, and shall not be, subject to any condition other than the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Merger Sub expressly reserves the right (in its sole discretion) to (i) increase the Offer Price, (ii) waive any Offer Conditions (other than the Minimum Condition, the Termination Condition and the Antitrust Condition) and (iii) make any other changes to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend not inconsistent with the terms of the Offerthis Agreement; provided, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15however, 1998 that (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date"unless otherwise provided by this Agreement) in any such case without the prior written consent of the Company, Merger Sub shall not (and Parent shall cause Merger Sub not to) (i) reduce the number of shares of Company Common Stock subject to the Offer, (such consent ii) reduce the Offer Price, (iii) change, modify or waive the Termination Condition, the Minimum Condition or the Antitrust Condition, (iv) add to be authorized by the Board conditions set forth in Exhibit B or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Directors Company Common Stock of the Company). Subject to , (v) except as otherwise provided in this Section 2.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms and conditions thereofof the Offer in a manner adverse in any material respect to any holders of Company Common Stock of the Company. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time time) on the date that is 20 twenty (20) business days from (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such time, the “Initial Expiration Time”), or if the Initial Expiration Time has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Time, or such later time and date to which the Initial Expiration Time has been extended in accordance with this Agreement, the “Expiration Time”). (e) Parent and Merger Sub agree that, if as of any scheduled Expiration Time, any of the Offer Conditions is first publishednot satisfied (other than the condition set forth in clause (b)(v) of Exhibit B, sent which by its nature is to be satisfied at the Expiration Time) or, in Merger Sub’s sole discretion, waived (if such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of time of up to five (5) business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (or given such longer period as the Parties may agree in writing) in order to holders permit the satisfaction of Common Stocksuch conditions; providedprovided that, howeverif at any scheduled Expiration Time, that without the Company's consentonly unsatisfied Offer Condition (other than the condition set forth in clause (b)(v) of Exhibit B, -------- ------- Sprint may which by its nature is to be satisfied at the Expiration Time) is the Minimum Condition, (i) Merger Sub shall not be required to extend the Offer for more than a total of twenty (20) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) if prior to any scheduled Expiration Time on or after such twentieth (20th) business day referred to in the foregoing clause (i) of this proviso, Merger Sub has received from the Company a written notice of the Company’s election that Merger Sub not so extend the Offer, if at the scheduled expiration date of Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer any of beyond such scheduled Expiration Time. Notwithstanding anything to the conditions to Sprint's obligation to accept for paymentcontrary in the foregoing, (A) Merger Sub shall not be required to, and pay for, shares of Common Stock without the Company’s prior written consent shall not (and Parent shall not permit Merger Sub to), extend the Offer to a date later than the Termination Date, (B) Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer if all Offer Conditions have been satisfied or waived, until such time as such conditions are satisfied or waived, and (iiC) Merger Sub shall extend the Offer for any period or periods required by any ruleApplicable Law, regulationincluding applicable rules, interpretation regulations, interpretations or position positions of the SEC applicable or its staff, or the New York Stock Exchange. In addition, notwithstanding anything in this Agreement to the contrary, (1) Merger Sub may from time to time, in its sole discretion, without the consent of the Company, extend the Offer on up to three (3) separate occasions for ten (10) business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act), if, as of any scheduled Expiration Time, (x) Parent and Merger Sub shall have waived the Funding Condition, (y) all of the other Offer Conditions (other than the Minimum Condition and the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) have been satisfied or, in Merger Sub’s sole discretion, waived (to the extent such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law) at such time and (z) the proceeds of the Financing have not actually been received by Merger Sub or TopCo Parent (either directly or through any of TopCo Parent’s Subsidiaries) and the Financing Sources have not unconditionally and irrevocably confirmed in writing to TopCo Parent, Parent or Merger Sub that all of the Financing will be available at the Offer Closing on the terms and conditions set forth in the Financing Letters, and (2) if the Funding Condition has been satisfied or waived by Parent and Merger Sub, then Merger Sub shall, if required by the Exchange Act, cause the Offer to be extended for a period of five (5) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). (f) Merger Sub shall not (and Parent shall cause Merger Sub not to) terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except if this Agreement is validly terminated pursuant to Article IX. If this Agreement is validly terminated pursuant to Article IX, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one (1) business day) irrevocably and unconditionally terminate the Offer and (iii) extend shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer for is validly terminated prior to the Acceptance Time, Merger Sub shall (and Parent shall cause Merger Sub to) promptly return, and shall cause any reason depositary acting on one occasion for an aggregate period behalf of not more than 5 business days beyond Merger Sub to return, in accordance with Applicable Law, all tendered shares of Company Common Stock to the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Dateregistered holders thereof. (bg) On Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. (h) As soon as practicable on the date of the commencement of the Offer, Sprint Parent and Merger Sub shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include as exhibits (without limitation) the Offer to purchase Purchase, a form of letter of transmittal, a form of summary advertisement and a related letter form of transmittal and summary advertisement notice of guaranteed delivery (such the Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will shall be made, together with any amendments and supplements or amendments thereto, being referred to herein as the "“Offer Documents"”). Sprint agrees that The Company shall promptly furnish to Parent all information concerning the Company and its Affiliates required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents shall comply as to form in all material respects be filed with the SEC and disseminated to holders of Company Common Stock, in each case as and to the extent required by all Applicable Laws, including the Exchange Act and that Act. If, prior to the Acceptance Time, any event occurs with respect to Parent or any Affiliate of Parent, or any change occurs with respect to other information included by Parent in the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to (other than information supplied by the Company for inclusion therein), on the one hand, or any event occurs with respect to the Company or any Subsidiary of the Company, Newco or Newco Sub specifically any change occurs with respect to other information supplied by the Company for inclusion in the Offer Documents. Each , on the other hand, upon becoming aware of such information Parent or the Parties agrees Company, as applicable, shall promptly notify the other of such event and shall cooperate with the other to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by Applicable Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Parent shall promptly notify the Company and its counsel shall be given a reasonable opportunity upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to shall provide the Company with copies of all correspondence between Parent and its counsel respective Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents. Notwithstanding the foregoing, prior to filing or mailing the Offer Documents promptly after (or any amendment or supplement thereto) or responding to any comments of the receipt SEC with respect thereto, Parent shall (i) provide the Company with an opportunity to review and comment on such document or response (including the proposed final version of such commentsdocument or response) and (ii) consider in good faith all comments reasonably proposed by the Company. Parent and Merger Sub shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Exchange Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with the Offer and the Merger. (i) For purposes of this Agreement and the Offer, unless agreed by Parent and Merger Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Merger Sub.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable, but in no event later than five business days practicable after the date of this Agreement, Sprint Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. . (b) The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Time that number of shares of Company Common Stock which, together with the shares beneficially owned by Parent or Merger Sub (if any), represents the greater of (A) a majority of the total number of shares of Company Common Stock outstanding without giving effect to the Top-Up Shares and (B) one share more than ninety percent (90%) of the total number of shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully diluted basis (which assumes the conversion or exercise of all Company Stock Options and other derivative securities and the vesting and/or exercise of all other Company Stock Awards, in each case, regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time; provided that if, at or prior to any Expiration Time, Parent delivers a notice to the Company representing that the full amount of the Debt Financing has not been funded and would not be available to be funded at the consummation of the Offer if such Expiration Time were not extended, then Purchaser may (on one occasion only) extend the Offer and such Expiration Time for up to ten (10) Business Days in its sole discretion. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 this Agreement. (or written waivers as set forth thereinc) and The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Sprint Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any shareholders of the Company. (d) The Offer shall expire at midnight (Minneapolis time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (the “Initial Expiration Time”), or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), Merger Sub (i) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or the NASDAQ Capital Market (“NASDAQ”) applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under any applicable antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (A) beyond January 31, 2018 (the “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in ARTICLE VIII. (g) Merger Sub shall not consummate terminate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "any scheduled Expiration Date") in any such case Time without the prior written consent of the Company (such consent except in the event that this Agreement is terminated pursuant to be authorized ARTICLE VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to ARTICLE VIII, prior to the Board of Directors acceptance for payment of the Company). Subject Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the terms and conditions registered holders thereof, the Offer shall expire at midnight New York City time . (h) As soon as practicable on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which modifications, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments, modifications and supplements or amendments thereto, the "“Offer Documents"”). Sprint The Company agrees that to promptly furnish to Parent and Merger Sub all information concerning the Offer Documents shall comply as to form in all material respects with Company required by the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion set forth in the Offer Documents. Each Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Parties agrees Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the shareholders of the Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and its counsel shall be given a reasonable opportunity promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to review the filing of the Offer Documents and all amendments and (including any amendments, modifications or supplements thereto prior to their filing thereto) with the SEC or dissemination thereof to stockholders the shareholders of the Company. Sprint agrees , or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (including, if applicable, participation in the formulation of any written response(s) to any comments that Sprint or its counsel may receive from of the SEC or its staff with respect to the Offer Documents promptly after the receipt of Documents), and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent and Merger Sub shall, on the same date that the Offer is commenced, file with the Commissioner of Commerce of the State of Minnesota and deliver to the Company a registration statement relating to the Offer required to be filed pursuant to Chapter 80B of Minnesota Statutes and will disseminate to the shareholders of the Company the information specified in Chapter 80B.03 of the Minnesota Statutes. Parent and Merger Sub shall promptly provide copies to the Company of any and all correspondence between them and the Minnesota Department of Commerce with respect to compliance with Chapter 80B, and shall promptly respond as soon as possible to address any such comments or actions required by the Minnesota Department of Commerce to consummate the transactions contemplated by this Agreement. (j) Subject to the prior satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, Parent shall provide or cause to be provided to Merger Sub the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (k) For purposes of this Agreement and the Offer, unless mutually agreed by Parent and the Company, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer (including for purposes of determining whether the Minimum Condition has been satisfied) unless and until the shares of Company Common Stock underlying such notices of guaranteed delivery are delivered to or on behalf of Merger Sub.

The Offer. (a) Subject Provided that (i) this Agreement shall not have been terminated in accordance with its terms and (ii) the Company shall have complied with its applicable obligations under Section 1.4, Parent shall use its reasonable best efforts to cause Bid Sub to commence (within the provisions meaning of this Agreement, Rule 14d-2 under the Exchange Act) the Offer at the Offer Price as promptly as reasonably practicable, but in no event later than five business days after ten (10) Business Days following the date effectiveness of this Agreementthe Parent Registration Statement. For the avoidance of doubt, Sprint shall commence Parent may consummate the Offer. Offer through Bid Sub, its wholly-owned Subsidiary. (b) The obligation of Sprint Bid Sub (and Parent’s obligation to commence cause Bid Sub) to accept for exchange, and exchange the Offer and accept for payment, and pay Price for, any shares of Company Common Stock Shares tendered pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer (other than Company Common Shares tendered by guaranteed delivery where actual delivery has not occurred), prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of Company Common Shares that, together with any Company Common Shares then directly or indirectly owned by Parent, Bid Sub or Merger Sub, represents at least 90% of all outstanding Company Common Shares (excluding shares held by the Company) (the “Minimum Condition”) and (ii) the other conditions set forth in Sections 2.01, 2.02 Annex A (the Minimum Condition and 2.03 such other conditions collectively referred to herein as the “Offer Conditions”). Parent and Bid Sub expressly reserve the right in their sole and absolute discretion to waive any of the Offer Conditions (or written waivers as set forth thereinif such waiver is permitted hereunder) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer; provided that unless previously approved in writing by the Company in the Company’s sole and absolute discretion, terminate (A) the Minimum Condition may not be amended or waived (provided that if all the conditions in Annex A (other than the Minimum Condition and conditions that shall be satisfied on the Closing Date) have been satisfied or (if such waiver is permitted hereunder) waived, Parent may elect, in its sole and absolute discretion, to waive the Minimum Condition down to 66 2/3% of all outstanding Company Common Shares (excluding shares held by the Company)), (B) no change may be made that changes the form of consideration to be paid or decreases the cash per Company Common Share, the number of Company Common Shares sought in the Offer or the number of Parent Shares per Company Common Share and (C) no change may be made that amends in a manner adverse to the holders of Company Common Shares (which, for the avoidance of doubt, shall not include any waiver of the Minimum Condition other than in accordance with the terms hereof proviso in clause (A)), or extend adds to, the Offer beyond June 15Conditions, 1998 provided, that Bid Sub may change the amount of Cash Consideration and Stock Consideration offered as contemplated by and in accordance with this Agreement and (C) except as set forth in Section 1.1(c), the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered Offer may not be extended. (c) Unless extended pursuant to the Offer is hereinafter referred to as the "Expiration Date") and in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to accordance with the terms and conditions thereofof this Agreement, the Offer shall expire at midnight 10:00 a.m., New York City time time, on the twenty-first (21st) Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that is 20 business days from the date the Offer is first publishedcommenced. Subject to the parties’ respective termination rights under Section 9.1 (if applicable), sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offerif, if at the scheduled or extended expiration date of the Offer, any Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall Condition has not have been satisfied or waivedwaived (if such waiver is permitted hereunder), Bid Sub shall (and Parent shall cause Bid Sub to) extend the Offer for successive periods of ten (10) Business Days each or such other number of Business Days as the parties may agree in order to permit the satisfaction of such Offer Conditions, until the earlier to occur of (x) the satisfaction or waiver (if such time waiver is permitted hereunder) of all of the Offer Conditions and (y) the End Date (as such conditions are satisfied or waivedmay be extended pursuant to Section 9.1(c)), and (ii) Bid Sub shall (and Parent shall cause Bid Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or its staff or the New York Stock Exchange (including any successor exchange, “NYSE”) applicable to the Offer or any period required by applicable Law. Following the expiration of the Offer, Bid Sub may elect to provide one or more subsequent offering periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act and (iii) extend in compliance with all other provisions of applicable Law. The Offer Price payable in respect of each Company Common Share validly tendered and not withdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid to the holder thereof in cash and Parent Shares, subject to reduction for any reason applicable withholding Taxes. (d) Subject to the foregoing and other applicable Law and upon the terms of and subject to the conditions of the Offer, Bid Sub shall (and Parent shall cause Bid Sub to) accept for exchange, as promptly as permitted under applicable securities Law, and exchange and pay for, or cause to be exchanged and paid for, (after giving effect to any required withholding Tax), as promptly as practicable after the date on one occasion which Bid Sub first accepts Company Common Shares for an aggregate period exchange pursuant to the Offer (the date and time of such first acceptance, regardless of any Subsequent Offering Periods pursuant to Rule 14d-11 of the Exchange Act, the “Acceptance Time”), all Company Common Shares (i) validly tendered and not more than 5 business days beyond withdrawn pursuant to the latest expiration date that Offer or (ii) validly tendered in any such Subsequent Offering Period. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Parent and Bid Sub expressly reserve the right to delay exchanges of Company Common Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. (e) No fraction of a Parent Share shall be issued in connection with the Offer, no dividends or other distributions with respect to Parent Shares shall be payable on or with respect to any such fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu thereof, each tendering Company shareholder who would otherwise be permitted under clause entitled to a fractional Parent Share (after aggregating all fractional Parent Shares that otherwise would have been received by such Company shareholder) shall, upon surrender of (i) certificates registered in the name of such shareholder and representing outstanding Company Common Shares (each, a “Company Certificate”) or (ii) evidence of this sentence uncertificated shares of Company Common Shares represented by book-entry (each, a “Book-Entry Share”), in each case, be entitled to receive an amount of cash (without interest and subject to the amount of any withholding taxes as contemplated by Section 3.2(i)) rounded to the nearest whole cent determined by multiplying (i) the Acceptance Time Parent Share Price by (ii) the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that such cash payment in lieu of issuing fractional shares was not separately bargained for consideration, but in no event may merely represents a mechanical rounding off for purposes of simplifying the Offer extend beyond corporate and accounting complexities that would otherwise be caused by the Expiration Dateissuance of fractional shares. (bf) The Company agrees that no Company Common Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (g) On the date of commencement of the Offer, Sprint Parent and Bid Sub shall (and Parent shall cause Bid Sub to) file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which the “Schedule TO”) that shall contain an offer to purchase exchange and a form of related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments or supplements or amendments thereto, the "Parent Registration Statement and such other ancillary documents as may be required, the “Offer Documents"”). Sprint agrees that Parent and Bid Sub agree to use reasonable best efforts to, as promptly as practicable on the date of commencement of the Offer: (x) cause the Offer Documents to be disseminated to the Company’s shareholders as and to the extent required by applicable U.S. federal and, if applicable, Canadian securities Laws and the Swiss Code of Obligations, (y) deliver a copy of the Offer Documents to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (z) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Offer Documents to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act. The Company shall promptly furnish to Parent and Bid Sub in writing all information concerning the Company, its directors, officers and Affiliates as may be required by applicable securities Law or reasonably requested by Parent or Bid Sub for inclusion in the Schedule TO or the other Offer Documents. Parent and Bid Sub shall (and Parent shall cause Bid Sub to) use their reasonable best efforts to: (x) cause the Schedule TO and the other Offer Documents to comply as to form in all material respects with (A) the Securities Act and the Exchange Act Act, (B) the rules and that regulations of the NYSE and the TSX, (C) the rules and regulations of FINRA and (D) the Swiss Code of Obligations, in each case, as applicable. If at any time before consummation of the Offer Documents on the date first published, sent or given to the Company's stockholders Parent shall not contain any untrue statement of a material fact or omit to state any material fact become aware that there has occurred an event that is required to be stated therein set forth in an amendment to the Schedule TO or necessary in order a supplement to make the statements thereinother Offer Documents: (1) Parent shall promptly prepare such an amendment or supplement; and (2) Parent shall promptly file with the SEC and distribute to the shareholders of the Company such amendment or supplement, in light each case, as and to the extent required by applicable federal securities Law and the Swiss Code of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer DocumentsObligations. Each of Parent, Bid Sub and the Parties Company agrees promptly to correct any information provided by it for use in the Schedule TO and the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents Parent will, and all amendments and supplements thereto prior to will cause their filing respective Representatives to, reasonably cooperate with the SEC or dissemination to stockholders other in the preparation of the CompanySchedule TO and the other Offer Documents. Sprint agrees to Without limiting the generality of the foregoing, Parent shall, and shall cause its Representatives to, provide the Company and its counsel Representatives with a reasonable opportunity, in advance of initial filing or any amendment or filing of any supplement thereto, to review and comment on the Schedule TO and the other Offer Documents. Parent shall promptly notify the Company in writing of the receipt of any written or oral comments that Sprint from or its counsel may receive from other correspondence with the SEC or its staff with respect to the Schedule TO or the other Offer Documents and any request by the SEC or its staff for amendments or supplements to the Schedule TO or the other Offer Documents or for additional information and shall promptly after supply the receipt Company with copies of all correspondence between it and any of its Representatives or Affiliates, on the one hand, and the SEC or its staff, on the other hand, with respect to the Schedule TO or the other Offer Documents. (h) Parent shall provide or cause to be provided to the Exchange Agent in accordance with Section 3.2 the funds and Parent Shares necessary to accept for payment, and pay for, any Company Common Shares that Bid Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (i) If, between the date hereof and the date on which any Company Common Share is accepted for payment and paid for pursuant to the Offer, the Company Common Shares are changed (or a record date for such commentschange occurs) into a different number or class of shares by reason of any stock split, stock dividend, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and proportionately adjusted, taking into account the record and payment or effective dates, as the case may be, for such transaction. (j) If, between the date hereof and the date on which any Company Common Share is accepted for payment and paid for pursuant to the Offer, the outstanding Parent Shares are changed (or a record date for such change occurs) into a different number or class of shares by reason of any division or subdivision of shares, stock dividend, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and proportionately adjusted, taking into account the record and payment or effective dates, as the case may be, for such transaction. (k) Unless this Agreement is terminated pursuant to Section 9.1, Bid Sub shall not (and Parent shall cause Bid Sub not to) terminate or withdraw the Offer prior to any scheduled expiration date without the prior written consent of the Company in its sole and absolute discretion, except that in the event this Agreement is terminated pursuant to Section 9.1, Bid Sub shall (and Parent shall cause Bid Sub to) promptly (and in any event within twenty-four (24) hours) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Company Common Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Company Common Shares in the Offer, Bid Sub shall (and Parent shall cause Bid Sub to) promptly return, or cause any depositary acting on behalf of Bid Sub to return, all tendered Company Common Shares to the tendering shareholders of the Company.

The Offer. (a) Subject to the provisions Provided that this Agreement shall not have been terminated in accordance with Section 8.1 of this AgreementAgreement and none of the events set forth in Annex I shall have occurred and be continuing, the Purchaser shall, as promptly as practicable, reasonably practicable following the execution of this Agreement (but in any event no event later than five seven business days after the date execution and delivery of this Agreement), Sprint shall commence (within the Offermeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase for cash all of the shares of Common Stock at the Offer Price. The obligation obligations of Sprint the Purchaser to commence the Offer and accept for payment, payment and to pay for, for any shares of Common Stock validly tendered pursuant to the Offer on or prior to the expiration of the Offer and not withdrawn shall be subject to (i) there being validly tendered and not withdrawn prior to the final expiration of the Offer that number of shares of Common Stock which, together with the shares of Common Stock then beneficially owned by the Parent or the Purchaser, represents at least eighty percent (80%) of the shares of Common Stock outstanding on a Fully-Diluted Basis (the “Minimum Condition”) and (ii) the other conditions set forth in Sections 2.01Annex I hereto. “Fully-Diluted Basis” shall mean, 2.02 as of any date, the number of the shares of Common Stock issued and 2.03 outstanding, together with the shares of Common Stock that may be issued by the Company pursuant to warrants, options, rights, or obligations outstanding at that date which have exercise or conversion prices on a per share basis at or below the Offer Price, whether or not vested or then exercisable (or written waivers as set forth therein) and excluding the shares of Common Stock issuable pursuant to the Stock Option Agreement). Subject to the terms of the Offer and conditions of this Agreement. Sprint may not consummate , and the Offer prior to March 20satisfaction or waiver by the Parent or the Purchaser of the Minimum Condition and the other conditions set forth in Annex I hereto as of any expiration date of the Offer, 1998the Purchaser shall, modify or amend in accordance with the terms of the Offer, terminate consummate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance and accept for payment of and pay for, and Parent shall cause the Purchaser to accept for payment and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer (subject to the applicable provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) containing the terms set forth in this Agreement and having only the Minimum Condition and the other conditions set forth in Annex I hereto. Parent and Purchaser agree that the Offer to Purchase will provide a statement in all appropriate places therein to the effect that the Purchaser’s obligation to purchase shares of Common Stock pursuant to the Offer is hereinafter referred not conditioned on any financing arrangements or subject to any financing condition. Unless extended in accordance with this Section 1.1(a), the Offer shall provide for an initial expiration date of twenty (20) business days (as defined in Rule 14d-1 promulgated under the "Exchange Act, each a “Business Day”) following the commencement of the Offer (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (the “Initial Expiration Date") ”). The Purchaser and the Parent agree that they shall not terminate or withdraw the Offer unless, at the Initial Expiration Date, the Minimum Condition shall not have been satisfied or the other conditions to the Offer described in any such case Annex I have not been satisfied or earlier waived. The Purchaser expressly reserves the right to waive or modify the terms of the Offer, except that, without the prior written consent of the Company (such consent to be authorized by the Board board of Directors directors of the CompanyCompany or a duly authorized committee thereof). Subject to , neither the terms and conditions thereof, Parent nor the Offer Purchaser shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend amend or waive satisfaction of the Minimum Condition, (ii) decrease the Offer Price, (iii) change the form of consideration payable in the Offer, if at (iv) decrease the scheduled expiration date number of shares of Common Stock sought in the Offer Offer, (v) impose additional conditions to the Offer, (vi) amend any of the conditions set forth in Annex I in any manner adverse to Sprint's obligation to accept for payment, and pay for, the holders of the shares of Common Stock Stock, or (vii) amend any other term of the Offer in a manner that is materially adverse to the holders of the shares of Common Stock. Notwithstanding the foregoing, the Purchaser may (but shall not be obligated to), without the consent of the Company extend the Offer (x) beyond the Initial Expiration Date from time to time, for such period or periods of time as the Purchaser reasonably believes are necessary to cause the conditions to be satisfied if, at the Initial Expiration Date, any conditions to the Offer shall not have been satisfied or waivedwaived (in which event the term “Initial Expiration Date” shall mean the latest time and date at which the Offer, until such time as so extended by the Purchaser, shall so expire); provided that, the Purchaser shall, upon the written request of the Company, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Days if, as of any expiration date, all of the conditions set forth in clause (ii) of Annex I (other than subparagraph (c) thereof) are not satisfied, but such conditions are reasonably capable of being satisfied or waivedin such period, (iiy) extend the Offer for any period required by any rule, regulation, interpretation interpretation, or position of the SEC Securities and Exchange Commission (“SEC”) or the staff thereof applicable to the Offer and (iiiz) extend the Offer for any reason on one occasion for an aggregate period of or more occasions (all such occasions aggregating not more than 5 business days twenty Business Days) beyond the latest expiration date that would otherwise be permitted under clause (ix) or (iiy) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement sentence, if, on such expiration date, all of the Offerconditions to the Purchaser’s obligation to accept payment of the Common Stock are satisfied or earlier waived, Sprint shall file with but the SEC a Tender Offer Statement on Schedule 14D-1 with respect number of shares of Common Stock validly tendered (and not withdrawn) pursuant to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 together with the Common Stock then owned by Parent and the documents included therein Purchaser, represents less than ninety percent (90%) of the outstanding shares of Common Stock on a Fully-Diluted Basis; provided, however, that Purchaser’s decision to extend the Offer in the case of this clause (z) shall constitute a waiver of the conditions set forth in clauses (d) and (f) (excluding any willful or intentional breach of any material obligation of the Company) on Annex I and of its right to terminate the Agreement under Sections 8.1(b)(iii), (c)(iv), or (c)(v). In addition, subject to the provisions of Section 8.1(b)(iii) of this Agreement, if, on the Initial Expiration Date any of the events set forth in subparagraph (c) of Annex I shall have occurred and be continuing and shall not have been waived by the Purchaser, then, in each such case, the Purchaser shall extend the Offer for up to ten (10) Business Days. In the event the Minimum Condition is satisfied and the Purchaser purchases the shares of Common Stock pursuant to which the Offer will be made, together with any supplements or amendments theretoOffer, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form Purchaser may, in all material respects its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Exchange Act and that (a “Subsequent Offering Period”). In addition, the Purchaser may increase the Offer Documents on the date first published, sent or given Price (but not change any other condition to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in Offer) and extend the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company law in connection with such increase, in each case in its sole discretion and its counsel shall be given a reasonable opportunity to review without the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders consent of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject On the terms and subject to the provisions conditions of this Agreement, as promptly as practicable, but in no event later than five within seven (7) business days after from the date hereof, the Buyer shall (or shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer to purchase any and all outstanding shares of Company Common Stock for consideration per share equal to $5.80 (the “Offer Consideration”) in cash. On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this Agreement, Sprint the Buyer shall commence (or shall cause Merger Sub to) accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the OfferOffer as soon as practicable after the expiration of the Offer and shall pay the Offer Consideration for all such shares of Company Common Stock promptly after acceptance. The obligation of Sprint the Buyer (either directly or through Merger Sub) to commence the Offer and to accept for payment, payment and pay for, any the Offer Consideration for shares of Company Common Stock validly tendered pursuant to in the Offer and not properly withdrawn shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 Annex I to this Agreement (or written waivers as set forth thereinwhich is annexed to this Amendment). (b) The initial expiration date of the Offer shall be the twentieth (20th) business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and to 14d-2 under the terms and conditions of this AgreementExchange Act). Sprint may not consummate the Offer If on or prior to March 20, 1998, modify or amend the terms any then scheduled expiration date of the Offer, terminate all of the conditions to the Offer (including the Minimum Condition and all other than conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by the Buyer or Merger Sub if permitted hereunder, the Buyer shall (and shall cause Merger Sub to) extend the Offer for periods of up to ten (10) business days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Article VIII. The Buyer expressly reserves the terms hereof right, subject to compliance with the Exchange Act, to waive, amend or extend modify any term or condition of the Offer beyond June 15in its sole discretion; provided, 1998 (the earlier of June 15however, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case that, without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer Buyer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may not: (i) extend change the form of consideration payable in the Offer, if at decrease the scheduled Offer Consideration, or decrease the number of shares of Company Common Stock sought pursuant to the Offer; (ii) extend the expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied except (A) as required by this Agreement or waived, until such time as such conditions are satisfied or waived, applicable law (ii) extend the Offer including for any period required by any rule, regulation, interpretation or position of the SEC applicable United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) extend waive the Minimum Condition; (iv) amend any term of the Offer for in any reason on one occasion for an aggregate period manner adverse to holders of shares of Company Common Stock; or (v) impose any condition to the Offer not more than 5 business days beyond set forth in Annex I. Neither the latest Buyer nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration date that would otherwise be permitted under clause of the Offer unless this Agreement is validly terminated in accordance with its terms, in which case the Buyer shall (ior shall cause Merger Sub to) or irrevocably and unconditionally terminate the Offer promptly (ii) of this sentence but in no event may more than one (1) business day) after such termination of this Agreement. The Buyer may, without the consent of the Company, elect to provide a subsequent offering period for the Offer extend beyond in accordance with Rule 14d-11 of the Expiration DateExchange Act following its acceptance for payment of shares of Company Common Stock in the Offer. (bc) On the date of commencement of the Offer, Sprint the Buyer shall (or shall cause Merger Sub to) file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittal transmittal, and summary advertisement (such Schedule 14D-1 ancillary documents and the documents included therein instruments pursuant to which the Offer will be mademade (collectively, together with any supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees The Buyer and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the other Offer Documents prior to the filing thereof with the SEC, and the Buyer and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). The Buyer and Merger Sub agree that the Offer Documents shall comply as to form in all material respects with the Exchange Act requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and that the Offer Documents on the date first published, sent or given to the Company's stockholders ’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by Sprint the Buyer or Sprint L.P. Merger Sub with respect to information supplied by the Company, Newco Company or Newco Sub specifically any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Buyer and Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities laws. Each of the Parties agrees Buyer, Merger Sub and the Company shall promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to the Buyer and Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Offer Documents Schedule TO as so amended or and supplemented to be filed with the SEC and the Offer Documents as so amended and supplemented to be disseminated to the Company's stockholdersholders of shares of Company Common Stock, in each case as and to the extent required by applicable Federal U.S. federal securities laws. The Company Buyer and its counsel Merger Sub shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel with a copy of any written comments that Sprint or its telephonic notification of any oral comments the Buyer, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof, shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, which comments the Buyer and Merger Sub shall give reasonable and good faith consideration), and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Buyer or Merger Sub or their counsel. (d) The Buyer shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any and all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (e) The Buyer and Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as the Buyer OR Merger Sub, as the case may be, reasonably determines that it is required to deduct and withhold with respect to the making of such commentspayment under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or under any other applicable law.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII and none of the provisions of this Agreementevents set forth in ANNEX A hereto shall have occurred or be existing, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable, practicable after the date hereof (but in no event later than five the tenth business days day after the public announcement of the terms of this Agreement), commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), an offer (the "OFFER") to purchase any and all of the outstanding shares of Company Common Stock (and associated Rights) at a price of Twenty-One United States Dollars ($21.00) per share and associated Right (the "OFFER PRICE"), net to the seller in cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by such holder. The Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth business day from and after the date of this Agreement, Sprint shall commence the OfferOffer is commenced (the "INITIAL EXPIRATION DATE"). The obligation of Sprint Purchaser to commence the Offer and accept for payment, purchase and pay for, for any shares of Company Common Stock (and associated Rights) tendered pursuant to the Offer shall be subject subject, except as provided in Section 1.1(b), only to the satisfaction of (i) the condition that a number of shares of Company Common Stock representing not less than fifty-one percent (51%) of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights or securities convertible into shares of Company Common Stock) (excluding any shares of Company Common Stock held by the Company or any of its Subsidiaries) on the date such shares are purchased pursuant to the Offer have been validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the other conditions set forth in Sections 2.01ANNEX A hereto; PROVIDED, 2.02 and 2.03 HOWEVER, that Purchaser expressly reserves the right to waive any of the conditions to the Offer (or written waivers as set forth thereinother than the Minimum Condition) and to make any change in the terms and or conditions of this Agreement. Sprint may not consummate the Offer prior in its sole discretion, subject to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 Section 1.1(b). (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date"b) in any such case without Without the prior written consent of the Company, neither Parent nor Purchaser will (i) decrease the price per share of Company Common Stock payable in the Offer, (such ii) decrease the number of shares of Company Common Stock sought in the Offer, (iii) change the form of consideration payable in the Offer, (iv) impose conditions to the Offer in addition to those set forth in ANNEX A, (v) except as provided below or required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") applicable to the Offer, change the expiration date of the Offer, or (vi) otherwise amend or change any term or condition of the Offer in a manner adverse to the holders of shares of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, without the consent to be authorized by the Board of Directors of the Company). Subject , Purchaser shall have the right to the terms and conditions thereof, extend the Offer shall expire at midnight New York City time on beyond the date that is 20 business days from Initial Expiration Date in the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may following events: (i) extend from time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if at the scheduled expiration date of the Offer applicable), any of the conditions to Sprint's obligation the Offer (other than the Minimum Condition to accept for payment, and pay for, shares of Common Stock which this clause does not apply) shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, ; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and or any period required by applicable law; (iii) extend if all conditions to the Offer (other than the Minimum Condition) are satisfied or waived, but the Minimum Condition has not been satisfied, for any reason one or more periods not to exceed thirty (30) business days (for all such extensions); or (iv) if all of the conditions to the Offer are satisfied or waived but the number of shares of Company Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock on one occasion a fully diluted basis, for an aggregate period of not more than 5 to exceed twenty (20) business days beyond (for all such extensions), PROVIDED that Purchaser shall accept and promptly pay for all securities tendered prior to the latest expiration date of such extension and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension. In addition, Parent and Purchaser agree that would otherwise be permitted under clause Purchaser shall from time to time extend the Offer, if requested by the Company, (i) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions to the Offer other than (or in addition to) the Minimum Condition shall not have been waived or satisfied, until (taking into account all such extensions) the earlier of June 30, 2000 or such earlier date upon which any such condition (other than the Minimum Condition) shall not be reasonably capable of being satisfied prior to June 30, 2000; or (ii) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), all of the conditions to the Offer other than the Minimum Condition shall have been waived or satisfied and the Minimum Condition shall not have been satisfied, until the earlier of ten (10) business days after such expiration date or June 30, 2000. Upon the prior satisfaction or waiver of all the conditions to the Offer, and subject to the terms and conditions of this sentence but Agreement, Purchaser will, and Parent will cause Purchaser to, accept for payment, purchase and pay for, in no event may accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer extend beyond as soon as reasonably practicable after the Expiration Dateexpiration of the Offer. (bc) On As soon as reasonably practicable on the date of commencement of the Offer, Sprint Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with any amendments or supplements thereto, the "SCHEDULE TO") with respect to the Offer, which shall . The Schedule TO will comply as to form and content in all material respects with the applicable provisions of the federal securities laws and will contain an the offer to purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the such documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer DocumentsOFFER DOCUMENTS"). Sprint Parent and the Company each agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect and to supplement the information provided by it specifically for use in the Schedule TO or the other Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Sprint further agrees Purchaser agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended corrected or supplemented to be filed with the SEC and to be disseminated to the Company's stockholdersholders of shares of Company Common Stock, in each case case, as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to their filing being filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint agrees Parent and Purchaser agree to provide to the Company and its counsel any comments that Sprint or its other communications which Parent, Purchaser or their counsel may receive from the Staff of the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsthereof.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and that none of the provisions events set forth in Annex I hereto shall have occurred and be existing, Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")) the Offer as promptly as practicable, but in no event later than five ten business days following the first public announcement of the Offer, and shall use reasonable best efforts to complete the Offer subject to the terms and conditions of the Agreement. The obligation of Purchaser to accept for payment any Common Shares tendered shall be subject to the satisfaction of only those conditions set forth in Annex I hereto. The Per Share Amount payable in the Offer shall be net to each seller in cash, subject to reduction only for any applicable withholding or stock transfer taxes payable by the seller. The Company agrees that no Common Shares held by the Company or any Company Subsidiaries (as defined below) will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Purchaser shall not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Common Shares sought in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of the Common Shares. The Offer shall initially expire 20 business days after the date of its commencement, unless this AgreementAgreement is terminated in accordance with Section 7.1 hereof, Sprint shall commence the Offer. The obligation of Sprint to commence in which case the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (whether or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than previously extended in accordance with the terms hereof hereof) shall expire on the date of termination. Purchaser agrees that it shall not terminate or withdraw the Offer or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the expiration date of acceptance for payment the Offer unless at the expiration date of the shares of Common Stock tendered pursuant Offer the conditions to the Offer is hereinafter referred to as described in Annex I hereto shall not have been satisfied or earlier waived. Notwithstanding the "Expiration Date") in any such case foregoing, Purchaser may, without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, extend the Offer shall expire at midnight New York City any time, and from time on the date that is 20 business days from the date the Offer is first publishedto time, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the then scheduled expiration date of the Offer any of the conditions to SprintPurchaser's obligation to accept for payment, payment and pay for, shares of for Common Stock Shares shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, ; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer and Offer; or (iii) extend if all conditions to Purchaser's obligation to accept for payment and pay for Common Shares are satisfied or waived but the Offer for any reason on one occasion number of Common Shares tendered is less than 90% of the then outstanding number of Common Shares, for an aggregate period of not more than 5 20 business days (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but sentence. Notwithstanding the preceding sentence, and in no event may addition to the Offer extend beyond period permitted thereunder, Purchaser may, without the Expiration Dateconsent of the Company, provide for a subsequent offering period (in accordance with Rule 14d-11 promulgated under the Exchange Act) of up to 20 business days following the expiration of the Offer and the acceptance for payment of all Company Common Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of the Offer. (bc) On The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. As soon as practicable on the date of commencement of the OfferOffer is commenced, Sprint Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the OfferOffer that will comply in all material respects with the provisions of, which shall and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws and will contain (including as an offer exhibit) or incorporate by reference the Offer to purchase Purchase and a forms of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madedocuments, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents"). Sprint Each of Parent, Purchaser and the Company agrees that promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall comply as have become false or misleading in any material respect and to form supplement the information provided by it specifically for use in all material respects with the Exchange Act and that Schedule TO or the Offer Documents on the date first published, sent or given to the Company's stockholders include any information that shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint Purchaser further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Schedule TO, as so amended corrected or supplemented supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to the Company's stockholdersholders of Common Shares, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC, and Parent and Purchaser shall consider any such comments in good faith. (d) Upon the terms and subject to the conditions of the Offer, Purchaser shall accept for payment and pay for Common Shares as soon as permitted under the terms of the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsapplicable law.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable, but in no event later than five business days practicable after the date of this Agreement, Sprint Parent and Merger Sub shall commence amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of thirty seven dollars ($37.00) per share of Company Common Stock (including the associated Rights), net to the seller in cash, without interest thereon and subject to any required withholding of Taxes (such price, or any higher price offered and paid by Merger Sub in its sole discretion in the Offer, the “Offer Price”), and to set December 19, 2008 (the “Initial Expiration Date”), as the expiration date for the Offer. The obligation of Sprint Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall only be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then directly or indirectly owned by Parent, after giving effect to the consummation of the Offer, represents at least a majority of the voting power of all Fully Diluted Shares on the Share Acceptance Date (as defined herein) (the “Minimum Condition”) and to the other conditions set forth in Sections 2.01Annex II (together with the Minimum Condition, 2.02 and 2.03 the “Offer Conditions”). Merger Sub (or written waivers Parent on behalf of Merger Sub) expressly reserves the right to waive, in its sole discretion, in whole or in part, any of the Offer Conditions and to make any change in the terms of or conditions to the Offer; provided that, unless otherwise provided by this Agreement or previously approved by the Company in writing, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex II, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of Company Common Stock, and (iii) the Offer may not be extended except as set forth therein) and in this Section 1.01(a). Subject to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight 5:00 p.m., New York City time time, on the date that is 20 business days from Initial Expiration Date (such time, or such subsequent time to which the date expiration of the Offer is first publishedextended in accordance with the terms of this Agreement, sent the “Expiration Date”). Unless this Agreement has been terminated in accordance with Section 8.01, Merger Sub (or given to holders Parent on behalf of Common Stock; provided, however, that Merger Sub) may extend the Offer and the Expiration Date without the Company's consent, -------- ------- Sprint may consent of the Company (i) extend the Offer, if at the scheduled expiration date Expiration Date, any of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock Conditions shall not have been satisfied or waivedwaived in writing by Merger Sub (or Parent on behalf of Merger Sub), until such time as such conditions are satisfied or waived, waived or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer Offer. In addition, unless the Agreement has been terminated in accordance with Section 8.01, Merger Sub shall (and (iiiParent shall cause Merger Sub to) extend the Offer for any reason on one occasion for an aggregate period and the Expiration Date from time to time in increments of not more than 5 up to fifteen (15) business days beyond upon the latest expiration date that would otherwise be permitted under clause Company’s prior written request if, as of the scheduled Expiration Date, any of the Offer Conditions set forth in paragraphs (ia), (b), (c), (d) or and (iie) of this sentence but Annex II shall not have been satisfied; provided, however, that in no event may shall Parent or Merger Sub be required to extend the Offer extend or the Expiration Date beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions other than the Minimum Condition shall have been satisfied as of the scheduled Expiration Date, upon the Company’s prior written request Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date by up to an additional thirty (30) days, but not beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions shall have been satisfied as of the scheduled Expiration Date and Parent or Merger Sub fail to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer in accordance with this Section 1.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s written request; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. Merger Sub (or Parent on behalf of Merger Sub) may, in its sole discretion, provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if, as of the commencement of such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (as defined herein). Subject to the foregoing, including the requirements of Rule 14d-11 under the Exchange Act, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, all shares of Company Common Stock (including the associated Rights) (A) validly tendered and not withdrawn pursuant to the Offer and/or (B) validly tendered in any Subsequent Offering Period. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Company Common Stock such amounts as Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any provision of state, local or foreign Laws relating to Taxes. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of which such deduction and withholding were made by Merger Sub. (b) On As promptly as reasonably practicable after the date of commencement of this Agreement, Parent and Merger Sub shall (i) amend the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that was originally filed on September 12, 2008 with the Securities and Exchange Commission (the “SEC”) to reflect the terms and conditions of this Agreement, and file such amendment (the “Schedule TO Amendment”) with the SEC, which shall contain an amended and restated offer to purchase (or supplement to the offer to purchase to the extent permitted by Law) reflecting the terms and conditions of this Agreement, and a related revised form of the letter of transmittal and summary advertisement (such Schedule 14D-1 and the other ancillary Offer documents included therein pursuant to which and instruments, if any, in respect of the Offer will be made(together with the Schedule TO (including the Schedule TO Amendment), collectively, together with any amendments or supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that , and (ii) cause the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Laws or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made reasonably requested by Sprint Parent or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Merger Sub specifically for inclusion in the Offer Documents. Each of Parent, Merger Sub and the Parties Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Sprint further agrees Merger Sub agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Schedule TO, as so amended corrected or supplemented supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to the Company's stockholdersholders of shares of Company Common Stock, in each case as as, and to the extent required by by, applicable Federal securities lawsLaws. The Company Parent and its counsel Merger Sub shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to promptly provide the Company and its counsel with any comments or other communications, whether written or oral, that Sprint Parent, Merger Sub or its their counsel may receive after the date hereof from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsthose comments or other communications. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock (and the associated Rights) that Merger Sub becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article VIII and none of the events or conditions set forth in Annex A shall have occurred and be existing, Cardinal shall cause Subcorp to commence, and Subcorp shall, within 12 business days, commence (within the provisions meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as promptly as practicableamended (together with the rules and regulations thereunder, but in no event later than five business days after the date of this Agreement, Sprint shall commence “Exchange Act”)) the Offer. The obligation of Sprint Cardinal shall cause Subcorp to commence the Offer and accept for payment, and pay forSubcorp shall accept for payment, the shares of BLP Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment additional shares of BLP Common Stock validly tendered during any subsequent offering period to the extent Cardinal and Subcorp determine to provide a subsequent offering period in connection with the Offer. Subcorp shall not accept for payment any shares of BLP Common Stock tendered pursuant to the Offer unless there shall be subject have been validly tendered and not withdrawn prior to the conditions set forth Expiration Date such number of shares of BLP Common Stock that satisfy the Minimum Condition (as defined in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) Annex A). Subcorp expressly reserves the right to increase the Per Share Amount and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms waive any condition of the Offer, terminate except the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without Minimum Condition. Without the prior written consent of BLP, Subcorp shall not decrease the Company (such consent Per Share Amount or change the form of consideration payable in the Offer, decrease the number of shares of BLP Common Stock sought to be authorized by purchased in the Board Offer or waive the Minimum Condition. The Per Share Amount shall be paid less any required withholding of Directors of the CompanyTaxes (as defined in Section 5.12(f). Subject to ), upon the terms and subject to satisfaction or waiver of the conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer set forth in Annex A. BLP agrees that no shares of BLP Common Stock held by BLP or any of its subsidiaries will be tendered in the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration DateOffer. (b) On the date of commencement of the Offer, Sprint Subcorp shall file with the SEC Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, which shall contain include an offer to purchase and a related letter purchase, form of transmittal letter and summary advertisement form of notice of guaranteed delivery (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, collectively, the "“Offer Documents"”). Sprint agrees that the The Offer Documents shall will comply as to form in all material respects with the Exchange Act provisions of applicable United States federal securities laws. The information provided and that to be provided by BLP, Cardinal and Subcorp for use in the Offer Documents shall not, on the date filed with the Commission and on the date first published, published or sent or given to holders of shares of BLP Common Stock (the Company's stockholders shall not “BLP Stockholders”), as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. BLP, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees Cardinal and Subcorp each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Sprint Cardinal further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC Commission and to be disseminated to the Company's stockholders, in each case as and BLP Stockholders to the extent required by applicable Federal United States federal securities laws. The Company . (c) Subject to the terms and its counsel shall be given a reasonable opportunity to review conditions thereof, the Offer Documents shall remain open until at least midnight, New York City time, on the date that is 20 business days after the date the Offer is commenced (the initial “Expiration Date,” and all amendments any expiration time and supplements thereto prior date established pursuant to their filing an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that, without the consent of BLP, Subcorp may (i) from time to time extend the Offer if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer; or (iii) extend the Offer for a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days in order to acquire at least 90% of the outstanding shares of BLP Common Stock. Cardinal and Subcorp shall comply with the SEC or dissemination to stockholders obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the Company. Sprint agrees to provide the Company foregoing, Subcorp shall, and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect Cardinal shall cause Subcorp to, accept for payment, and pay for, all shares of BLP Common Stock validly tendered and not withdrawn pursuant to the Offer Documents promptly after following the receipt acceptance of such commentsthe shares of BLP Common Stock for payment pursuant to the Offer and this Agreement.

The Offer. (a) Subject to the provisions conditions of this ---------- Agreement, as promptly as practicable, practicable but in no event later than five business days after the date of public announcement of this Agreement, Sprint Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sprint Sub to, and of Parent to cause Sub to, commence the --- Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Sections 2.01Exhibit A (any of which may be waived by Sub in its sole discretion, 2.02 and 2.03 (or provided that, without the written waivers as set forth therein) and to consent of the terms and conditions of this Agreement. Sprint Company, Sub may not consummate waive the Minimum Tender Condition (as defined in Exhibit A)). The initial expiration date of the Offer prior shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(e)(6) of the SEC). Sub expressly reserves the right to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15except that, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (such consent ii) reduce the price per share of Company Common Stock to be authorized by paid pursuant to the Board Offer, (iii) modify or add to the conditions set forth in Exhibit A in any manner adverse to the holders of Directors Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in a manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to SprintSub's obligation to accept for payment, and pay for, purchase shares of Company Common Stock shall are not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for a period of not more than five business days beyond the initial expiration date of the Offer, if on the date of such extension the Minimum Tender Condition has been satisfied but less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iiiiv) extend the Offer for any reason on one occasion for an aggregate a period of not more than 5 two business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (iii) of this sentence (it being understood that Sub may not extend the Offer pursuant to this clause (iv) if it has previously extended the Offer pursuant to clause (ii) of this sentence but in no event may sentence). On the terms and subject to the conditions of the Offer extend beyond and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Expiration Date. (b) On Offer that Sub becomes obligated to purchase pursuant to the date of commencement Offer as soon as practicable after the expiration of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in ANNEX A hereto shall have occurred or be existing (unless such event shall have been waived by Acquiror Sub), Acquiror shall cause Acquiror Sub to commence, and Acquiror Sub shall commence, the provisions of this Agreement, Offer at the Per Share Amount as promptly prompt as practicablereasonably practicable after the date hereof, but in no event later than five business fifteen (15) days after the date hereof. The initial expiration date for the Offer (the "INITIAL OFFER EXPIRATION DATE") shall be no longer than twenty (20) business days following the commencement of this Agreement, Sprint shall commence the Offer. The obligation of Sprint Acquiror Sub to commence the Offer and accept for payment, payment and pay for, any shares of Common Stock for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITION") that at least the number of Shares that, when combined with the Shares, if any, already owned by Acquiror and its direct and indirect subsidiaries, constitute fifty-one percent (51%) of the "Voting Shares" shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) ANNEX A hereto and to the terms and conditions of this Agreement. Sprint "VOTING SHARES" means the then outstanding Shares, together with all of the then issued and outstanding shares of Class A Preferred Stock, par value $.01 per share (the "Class A Preferred Stock") and all of the Shares issuable under Options (as defined in Section 2.07) that are or may not consummate become exercisable between the Tender Offer prior Acceptance Date (as defined below) and the Effective Time (as defined in Section 2.02) or under any other option, warrant, convertible security or right or other commitment or arrangement in effect on the Tender Offer Acceptance Date. Acquiror Sub expressly reserves the right to March 20waive any such condition (other than the Minimum Condition), 1998, modify or amend to increase the terms of price per Share payable in the Offer, terminate the Offer and to make any other than changes in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, of the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common StockOffer; provided, however, that without (notwithstanding Section 8.03) no change may be made which (A) decreases the Company's consent, -------- ------- Sprint may (i) extend price per Share payable in the Offer, if at (B) reduces the scheduled expiration date maximum number of Shares to be purchased in the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waivedOffer, (iiC) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable imposes conditions to the Offer and in addition to those set forth in ANNEX A hereto, (iiiD) extend amends or changes the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.terms

The Offer. (a) Subject Provided that this Agreement shall not have been terminated pursuant to Article V, Offeror shall use its reasonable best efforts to commence (within the provisions meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer as promptly as practicable, practicable (but in any event no event later than five business days the first Business Day after the date of this Agreementthe Shareholders Meeting (which, Sprint if the Shareholders Meeting occurs on July 30, 2015 (China time), shall commence be July 31, 2015 (New York City time)) after the Offer. date of the Shareholder Meeting. (b) The obligation of Sprint Offeror to commence the Offer and accept for payment, payment and pay for, for any shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to the satisfaction, or waiver by Offeror in accordance with the terms hereof, of the condition that such tendered Company Common Shares represent at least 20% of the issued and outstanding Company Common Shares and the other conditions and requirements that are set forth in Exhibit A, as such conditions may be modified in accordance with this Agreement (the “Offer Conditions”). Subject to the prior satisfaction, or waiver by Offeror in accordance with the terms hereof, of the Offer Conditions as of the Expiration Time, Offeror shall consummate the Offer in accordance with its terms and accept for payment and pay for all Company Common Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time subject to the Offer Cap and Section 1.02(f). The Offer Price payable in respect of each Company Common Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid to the sellers in cash, without interest, on the terms and subject to the conditions set forth in Sections 2.01, 2.02 this Agreement as soon as practicable after the Expiration Time (as the same may be extended or required to be extended). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and 2.03 (or written waivers conditions of the Offer as set forth thereinin this Agreement, including the Offer Conditions. Offeror expressly reserves the right (in its sole discretion) to waive, in whole or in part, any Offer Condition or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved in writing by the Company, Offeror shall not (i) reduce the Offer Price or change the form of consideration payable in the Offer (other than by adding consideration), (ii) change or modify the Offer Cap, (iii) add to the Offer Conditions, (iv) waive, modify or change the Offer Conditions set forth in paragraphs (a), or (e) of Exhibit A, (v) waive, modify or change any other Offer Condition in any manner adverse to any shareholders of the Company, (vi) except as otherwise provided in this Section 1.02, extend or otherwise change the expiration date of the Offer or (vii) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to the shareholders of the Company. (d) Subject to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight (New York City time time) on the date that is 20 business days from twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”), except as may otherwise be required by applicable Law, or, in the event the Initial Expiration Time has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is first publishedreferred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, sent or given to holders of Common Stock; providedunless this Agreement has been terminated in accordance with its terms, however, that without the Company's consent, -------- ------- Sprint may Offeror shall (i) extend the OfferOffer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties hereto may agree) each, if at the on any then-scheduled expiration date Expiration Time any of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock Conditions shall not have been be satisfied or waived, until such time as such conditions are satisfied or waived, ; (ii) extend the Offer for any period required by any ruleOffer, regulation, interpretation or position at the request of the SEC applicable to the Offer Company, in accordance with Section 4.02(b)(i)(z); and (iii) extend the Offer for the minimum period required by applicable Law, any reason on one occasion for an aggregate period interpretation or position of not more than 5 business the Securities and Exchange Commission (the “SEC”) or the China Securities Regulation Commission (the “CSRC”), the staff of the SEC or the CSRC, or the New York Stock Exchange (“NYSE”) or the SZSE applicable to the Offer; provided, however, that in no event (A) shall Offeror be required to extend the Offer beyond 45 calendar days beyond from the latest expiration date that would otherwise be permitted under clause of its commencement (ithe “Outside Date”) or (iiB) shall this Section 1.02(e) be construed or deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this sentence but Agreement pursuant to Article V. (f) On the terms and subject to the satisfaction or waiver in no event may accordance with the terms hereof by Offeror of the Offer extend beyond Conditions as of the Expiration Time, Offeror shall accept and pay the Offer Price pursuant to Section 1.02(b) for all Company Common Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.02); provided that, notwithstanding anything herein to the contrary, subject to the satisfaction, or waiver in accordance with the terms hereof, by Offeror of the Offer Conditions as of the Expiration Time, in the event that Company Common Shares representing more than the Offer Cap are validly tendered in the Offer and not validly withdrawn, Offeror shall purchase from each tendering shareholder such tendering shareholder’s pro rata portion of the total number of Company Common Shares validly tendered, such that 20% of the issued and outstanding Company Common Shares as of immediately prior to the Expiration Time is acquired pursuant to the Offer. Acceptance for payment of Company Common Shares pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” At the Offer Closing each of the Offeror and the Company shall deliver to the other party a duly executed counterpart to the A&R Shareholders’ Agreement. (bg) On In no event shall the Offeror terminate the Offer except as expressly permitted by this Agreement. If the Offer is terminated or withdrawn by Offeror in accordance with this Agreement, or this Agreement is terminated pursuant to Article V, prior to the acceptance for payment of the Company Common Shares tendered in the Offer, Offeror shall promptly return (and in any event within three (3) Business Days), and shall cause any depository acting on behalf of Offeror to promptly return, all tendered Company Common Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Sprint Offeror shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees The Company shall promptly furnish to Offeror in writing all information concerning the Company and its Subsidiaries that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent may be required by applicable Laws or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made reasonably requested by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically Offeror for inclusion in the Offer Documents. Each Offeror shall take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Parties agrees Company, in each case as and to the extent required by the Exchange Act. Offeror, on the one hand, and the Company, on the other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to respect or as otherwise required by applicable Law. Offeror shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the shareholders of the Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Offeror shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between it and its counsel shall be given a reasonable opportunity Representatives, on the one hand, and the SEC, on the other hand, relating to review the Offer Documents. Prior to the filing of the Offer Documents and all (including any amendments and or supplements thereto prior to their filing thereto) with the SEC or dissemination thereof to stockholders the shareholders of the Company. Sprint agrees , or responding to any comments of the SEC with respect to the Offer Documents, Offeror shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Offeror shall give reasonable and good faith consideration to any such comments (it being understood that the Company and its counsel shall provide any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsthereon as soon as reasonably practicable).

The Offer. (a) Subject to the provisions contained in the following sentence, Merger Sub shall commence (within the meaning of this Agreement, Rule 14d-2 under the Exchange Act) the Offer as promptly as practicable, but in no event later than five business days reasonably practicable after the date of this Agreement. If the Company: (i) shall have fully cooperated with Parent in connection with the Offer and the preparation of the Offer Documents, Sprint including by promptly providing to Parent any comments regarding the Offer Documents from the Company and its advisors, and (ii) shall be prepared to file with the SEC, and to disseminate to holders of Company Common Stock, the Schedule 14D-9 on the date Parent files the Offer Documents with the SEC, then Parent shall cause Merger Sub to, and Merger Sub shall, commence the Offer within seven (7) Business Days after the date of this Agreement; provided, however, that Merger Sub shall not be required to commence the Offer if (w) any of the conditions set forth in clauses (a), (b), (c), (g), (h), (j), (k), (l) and (n) of Annex I shall not be satisfied, or (x) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9 (the date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). The obligation of Sprint Merger Sub (and the obligation of Parent to commence the Offer and cause Merger Sub) to accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer shall be subject to the satisfaction of or (if permitted) waiver of (y) the condition that there shall be validly tendered (not including any shares of Company Common Stock validly tendered pursuant to procedures for guaranteed delivery) and not withdrawn a number of shares of Company Common Stock that, together with any shares of Company Common Stock owned by Parent or Merger Sub immediately prior to the Acceptance Time, represents more than 50% of the Adjusted Outstanding Share Number (the “Minimum Condition”), and (z) the other conditions set forth in Sections 2.01, 2.02 Annex I hereto (the Minimum Condition and 2.03 (or written waivers as the other conditions set forth thereinin Annex I are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time, plus (B) an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time (other than potential (but not actual) dilution attributable to the Top-Up Option). Subject to the Offer Conditions and the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998Parent shall cause Merger Sub to, modify or amend the terms of the Offerand Merger Sub shall, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance 1) accept for payment of the all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is hereinafter referred permitted to as the "Expiration Date"do so under applicable Legal Requirements, and (2) in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, pay the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders Price in exchange for each share of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Company Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer accepted for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect payment pursuant to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of Unless this AgreementAgreement shall have previously been terminated in accordance with Article IX, as promptly as practicable, but in no any event later than five business days within ten (10) Business Days after the date of the initial public announcement of this Agreement (but in no event earlier than five (5) Business Days after the date of the initial public announcement of this Agreement), Sprint shall commence Merger Sub will (and Parent will cause Merger Sub to) “commence” (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. . (b) The obligation obligations of Sprint Merger Sub to, and of Parent to commence the Offer and cause Merger Sub to, accept for payment, payment and pay for, for any shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be are subject to the terms and the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Sections 2.01, 2.02 and 2.03 Annex I (or written waivers as set forth therein) and they may be amended from time to the terms and conditions of time in accordance with this Agreement. Sprint may not consummate , collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend of this Agreement). On the terms and subject to the conditions of the Offer beyond June 15and this Agreement, 1998 Merger Sub shall, and Parent shall cause Merger Sub to, irrevocably accept and pay for all shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable (the earlier “Accepted Shares”) after the Expiration Time and in compliance with applicable Law. The Offer Price payable in respect of June 15each Accepted Share pursuant to the immediately preceding sentence shall be paid net to the Selling Stockholder in cash, 1998 or without interest and subject to any required withholding of Taxes, on the date terms and subject to the conditions hereof. Pursuant to and in accordance with the Target 2006 Incentive Plan, the Offer Price to be paid with respect to Target Restricted Stock Awards (as defined below) will be paid to the holders of such Target Restricted Stock Awards in accordance with the procedures, and subject to the restrictions, set forth in Section 4.07(c). The acceptance for payment of the shares of Common Stock tendered Accepted Shares pursuant to and subject to the conditions of the Offer is hereinafter referred to in this Agreement as the "Expiration Date"“Offer Closing.” (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any such case without Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company (such consent Target. Parent and Merger Sub expressly reserve the right to be authorized by increase the Board of Directors of the Company). Subject Offer Price or to make any other changes in the terms and conditions thereofof the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Target in writing, Parent and Merger Sub shall not: (i) decrease the Offer shall expire at midnight New York City time Price or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Target Common Stock sought to be purchased in the Offer, (iii) impose conditions on the date Offer in addition to the Offer Conditions, (iv) amend any Offer Condition in a manner that is 20 business days from adverse in any material respect to the holders of shares of Target Common Stock, (v) waive or amend the Minimum Condition, (vi) extend the Expiration Time except as required or permitted by Section 2.01(e) or (vii) amend any other term of the Offer in a manner that is adverse in any material respect to the holders of shares of Target Common Stock. (d) On the date the Offer is first publishedcommenced, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for paymentMerger Sub shall, and pay forParent shall cause Merger Sub to, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, which Tender Offer Statement shall contain include or incorporate by reference an offer to purchase and a related purchase, form of letter of transmittal and transmittal, summary advertisement and other required ancillary offer documents (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "“Offer Documents"). Sprint agrees that ”) and cause the Offer Documents to be disseminated to the holders of shares of Target Common Stock as and to the extent required by applicable Law. The Target hereby consents to the inclusion of the Target Board Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the Exchange Act requirements of applicable Law. The Target shall promptly (but in no event more than two (2) Business Days) furnish to Parent and Merger Sub all information concerning the Target and the holders of shares of Target Common Stock that may be required by applicable Law to be set forth in the Offer Documents on or reasonably requested in connection with any action contemplated by this Section 2.01(d), including communication of the date first published, sent or given Offer to the Company's stockholders shall not contain any untrue statement record and beneficial holders of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light shares of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer DocumentsTarget Common Stock. Each of the Parties parties agrees to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Sprint Parent and Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholdersholders of shares of Target Common Stock, in each case as and to the extent required by applicable Federal securities lawsLaw. The Company Parent and its counsel Merger Sub shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company Target in writing with any written comments (and its counsel shall orally describe any comments oral comments) that Sprint Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of shares of Target Common Stock, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Target, in each instance, with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Target. Parent and Merger Sub shall use commercially reasonable efforts to respond promptly to any such SEC comments. (e) The Offer will initially expire at 11:59 p.m. (Boston, Massachusetts time) on January 2, 2015 (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). Notwithstanding the foregoing, (i) if, on the date of the then-effective Expiration Time, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, except that if immediately prior to any scheduled Expiration Time, all Offer Conditions (except the Minimum Condition) have been satisfied or waived by the Parent or the Merger Sub, then the Parent’s and the Merger Sub’s obligations to extend the Expiration Time shall be limited to (A) an extension of the Expiration Time for one period of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, to permit the satisfaction of the Minimum Condition, and (B) if at the end of such period described in clause (A), the Minimum Condition continues to not be satisfied, an extension of the Expiration Time for up to two (2) additional periods of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), or for such longer periods as the parties may agree, after which, if the Minimum Condition remains unsatisfied, neither the Parent nor the Merger Sub shall be required to extend the Expiration Time (it being understood, for the avoidance of doubt, that (I) the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived and (II) without the prior written consent of the Target, the “extension periods” described in this clause (i), collectively, may not be less than such number of Business Days that when added to the number of Business Days elapsed from the commencement of the Offer would total fifty (50) Business Days), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, its staff, or any national securities exchange on which the Target’s securities trade applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Target’s prior written consent shall not, extend the Offer beyond the date that is fifty-two (52) Business Days following the commencement of the Offer in accordance with Section 2.01(a) above (the “Outside Date”). Nothing in this Section 2.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Target, Parent or Merger Sub to terminate this Agreement pursuant to Article IX. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article IX, prior to the acceptance for payment of shares of Target Common Stock tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Target Common Stock to the registered holders thereof. (f) Parent will provide or cause to be provided to Merger Sub, on a timely basis so as to satisfy Merger Sub’s obligations under this Agreement and the Offer, the funds necessary to pay for any shares of Target Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Article VIII, below, as promptly as practicable, but in no event later than five business days practicable after the date of this Agreement, Sprint and in any event, within fifteen (15) Business Days, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) the Offer. . (b) The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) the satisfaction of the Minimum Condition; and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A to this Agreement (together with the Minimum Condition, the "Offer Conditions"). Subject to the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 this Agreement. (or written waivers as set forth thereinc) and The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that describes the terms and conditions of the Offer as set forth in this Agreement. Sprint may not consummate , including the Offer prior Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to March 20waive, 1998in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided 26995100v.1 by this Agreement or as approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or amend waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer, terminate Offer in a manner adverse in any material respect to any holders of Company Common Stock of the Company. (d) The Offer shall expire at midnight (eastern standard time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer other than (the "Initial Expiration Time") or, in accordance with the terms hereof or extend event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer beyond June 15, 1998 has been so extended (the earlier of June 15Initial Expiration Time, 1998 or such later date and time to which the date of acceptance for payment of the shares of Common Stock tendered Initial Expiration Time has been extended pursuant to the Offer this Agreement, is hereinafter referred to as the "Expiration Time"). (e) Merger Sub may extend the Offer Expiration Time at any time with the Company’s written consent. Merger Sub (i) may, without the Company’s consent, extend the Offer on one or more occasions for a period of ten (10) Business Days, if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub's reasonable discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the "SEC"), the staff thereof or the NASDAQ Stock Market ("NASDAQ") applicable to the Offer; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the October 31, 2016 (the "Outside Date") and the termination of this Agreement. If, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in its sole discretion, then on not more than two (2) occasions at the request of the Company, Merger Sub shall extend the Offer for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree) to permit such Offer Condition(s) to be satisfied; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer, and without Merger Sub’s prior written consent, Merger Sub shall not be required to extend the Offer, in each case beyond the earlier of the Outside Date and the termination of this Agreement (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any such case withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". 26995100v.1 (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company (such consent except in the event that this Agreement is terminated pursuant to be authorized Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the Board of Directors acceptance for payment of the Company). Subject Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the terms and conditions registered holders thereof, the Offer shall expire at midnight New York City time . (h) As soon as practicable on the date that is 20 business days from of the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date commencement of the Offer any of the conditions to Sprint's obligation to accept for paymentbut not later than fifteen (15) Business Days thereafter, Parent and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "Offer Documents"). Sprint agrees that The Company shall promptly furnish to Parent and Merger Sub all information concerning the Offer Documents shall comply as to form in all material respects with Company required by the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion set forth in the Offer Documents. Each Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Parties agrees Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and its counsel shall be given a reasonable opportunity promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to review the filing of the Offer Documents and all (including any amendments and or supplements thereto prior to their filing thereto) with the SEC or dissemination thereof to the stockholders of the Company. Sprint agrees , or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect a reasonable opportunity to the review and comment on such Offer Documents promptly after the receipt of or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (j) For purposes of this Agreement and the Offer, unless agreed by Parent and Merger Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Merger Sub. 26995100v.1

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable, practicable (but in no event later than five business days after the date public announcement of this Agreementthe execution hereof), Sprint Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Company Common Stock (including the Company Preferred Rights) at a price of $20 per share of Company Common Stock, net to the seller in cash (such price, or any such higher price per share as may be paid in the Offer. The obligation , being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of Sprint to commence the Offer and accept for paymentOffer, and pay for, any that number of shares of Company Common Stock tendered pursuant (excluding shares of Company Common Stock held in the Company's treasury) which represents at least a majority of the Company Common Stock outstanding on a Fully Diluted Basis (the "Minimum Condition") and to the Offer shall be subject to the other conditions set forth in Sections 2.01Annex A hereto, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not shall consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with its terms ("Fully Diluted Basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under the Existing Options). The obligations of Merger Sub to accept for payment and to pay for any Company Common Stock validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms hereof set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Merger Sub shall not amend or extend waive the Minimum Condition and shall not decrease the Offer beyond June 15Price or decrease the number of shares of Company Common Stock sought, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment amend any other condition of the shares Offer in any manner adverse to the holders of the Company Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without if on the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the initial scheduled expiration date of the Offer any which shall be twenty business days after the date the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been terminated, Merger Sub shall extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Merger Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions to Sprint's obligation to of the Offer, accept for payment, and pay for, shares of payment Company Common Stock shall tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Company Common Stock tendered and not have been satisfied or waivedwithdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, until such time as such conditions are satisfied or waived, (ii) Merger Sub may extend the Offer two times for any a period required by any rulenot to exceed ten business days, regulation, interpretation or position of the SEC applicable notwithstanding that all conditions to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period are satisfied as of not more than 5 business days beyond the latest such expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration DateOffer. (b) On As soon as practicable on the date of commencement of the OfferOffer is commenced, Sprint Parent and Merger Sub shall file with the SEC United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which shall contain an offer the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be madecollectively, together with any amendments and supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the The Offer Documents shall will comply as to form in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and that the Offer Documents on the date first published, sent or given to the Company's stockholders Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint Parent or Sprint L.P. Merger Sub with respect to information supplied furnished by the CompanyCompany to Parent or Merger Sub, Newco or Newco Sub specifically in writing, expressly for inclusion in the Offer Documents. The information supplied by the Company to Parent or Merger Sub, in writing, expressly for inclusion in the Offer Documents and by Parent or Merger Sub to the Company, in writing, expressly for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and Merger Sub will take all steps necessary to cause the Parties agrees Offer Documents to be filed with the SEC and to be disseminated to the Stockholders, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect and Sprint further agrees to Parent and Merger Sub will take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholdersStockholders, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable the opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing Schedule 14D-1 before it is filed with the SEC or dissemination to stockholders of the CompanySEC. Sprint agrees to In addition, Parent and Merger Sub will provide the Company and its counsel counsel, in the form in which they are received, with any comments that Sprint comments, whether written or its oral, Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of this AgreementMerger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable, but in no event later than five business days practicable after the date of this Agreement, Sprint shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. . (b) The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to and at any then scheduled Expiration Time: (A) that number of shares of Company Common Stock (including the shares of Company Common Stock that would result from the exercise of all validly tendered In-the-Money Warrants) which, together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the shares of Company Common Stock then outstanding (excluding any treasury stock but including any Restricted Shares and the shares of Company Common Stock that would result from the exercise of all In-the-Money Warrants regardless of the exercise price, the vesting schedule or other terms and conditions thereof); and (B) that number of shares of Company Preferred Stock which, together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the shares of Company Preferred Stock then outstanding (excluding any treasury stock) ((A) and (B) collectively, the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). The Company agrees that no shares of Company Common Stock or Company Preferred Stock held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Parent or Merger Sub of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Common Offer Price payable in respect of each share of Company Common Stock, and the Preferred Offer Price payable in respect of each share of Company Preferred Stock, validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in Sections 2.01, 2.02 this Agreement and 2.03 the Offer. (or written waivers as set forth thereinc) and The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement. Sprint may not consummate , including the Offer prior Conditions. The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub expressly reserve the right (in their sole discretion) to March 20waive, 1998in whole or in part, modify or amend the terms of the Offerany Offer Condition, terminate to increase the Offer Price or to make any other than changes in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, of the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common StockOffer; provided, however, that without unless otherwise provided by this Agreement or as previously approved in writing by the Company's consent, -------- ------- Sprint may Merger Sub shall not, and Parent shall not permit Merger Sub to: (i) extend reduce the number of Shares subject to the Offer, if at (ii) subject to the scheduled terms of this Agreement (including Section 6.20, but subject to the satisfaction of clause (c)(iii)(B)(2) in the Offer Conditions), reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any stockholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer Offer, (vi) change the form of consideration payable in the Offer, or (vii) otherwise amend, modify or supplement any of the conditions terms of the Offer in a manner adverse in any material respect to Sprint's obligation any stockholders of the Company. (d) The Offer shall expire at midnight (New York time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to accept for paymentthis Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and pay forwithout limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e): (i) if on the then-scheduled Expiration Time, shares any of Common Stock the Offer Conditions shall not have been be satisfied or or, in Merger Sub’s sole discretion, waived: (A) in its sole discretion, until such time as such conditions are satisfied or waived, (ii) Merger Sub may extend the Offer for any additional period or periods as it so determines or (B) if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for: (I) up to two (2) additional successive periods, not to exceed ten (10) Business Days each, and (II) a third (3rd) additional successive period not to exceed ten (10) Business Days, if all of the Offer Conditions other than the condition set out in clause (c) thereof have been satisfied (other than those conditions to be satisfied at the Offer Closing or the Expiration Time, as the case may be, but subject to the satisfaction thereof) if the Company reasonably believes that such condition in clause (c) will be satisfied prior to the end of such additional ten (10) Business Day period (or, in the case of this clause (B), for such longer period as the parties hereto reasonably agree); (ii) if the Offer is required to be extended by any rule, regulation, interpretation or position of the SEC applicable to the Offer Offer, then Merger Sub shall, and (iii) Parent shall cause Merger Sub to, extend the Offer for any reason on the minimum period required by such Law, rule, regulation, interpretation or position or (iii) in its sole discretion, following the Offer Closing, Merger Sub may extend the Offer for a “subsequent offering period” and one occasion or more extensions thereof, not to exceed ten (10) Business Days, in each instance (or for an aggregate such longer period to which the Company reasonably agrees), in accordance with Rule 14d-11 of not more than 5 business days the Exchange Act, and the Offer Documents may, in Merger Sub’s sole discretion, provide for a reservation of right to do so; provided that in no event shall Merger Sub be required to extend the Offer (A) beyond March 29, 2013 (the latest expiration date that would otherwise be permitted under clause (i“Outside Date”) or (iiB) of at any time that Parent or Merger Sub is permitted to terminate this sentence but in no event may the Offer extend beyond the Expiration DateAgreement pursuant to Article VIII. (bf) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (less any withholding of tax pursuant to Section 3.05) all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of Shares pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Nothing contained in this Section 1.01 shall affect any termination rights in Article VIII. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the acceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Sprint Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents shall comply as or reasonably requested by Parent or Merger Sub in connection with its obligations relating to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Parties agrees Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and its counsel shall be given a reasonable opportunity promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to review the filing of the Offer Documents and all (including any amendments and or supplements thereto prior to their filing thereto) with the SEC or dissemination thereof to the stockholders of the Company. Sprint agrees , or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect a reasonable opportunity to the review and comment on such Offer Documents promptly after the receipt of or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Subject in all respects to the other terms and conditions of this Agreement and the Offer, Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article VIII and none of the events or conditions set forth in Annex A (other than clauses (b), (f), (h) and (i)) shall have occurred and be existing, Cardinal Health shall cause Subcorp to commence, and Subcorp shall commence (within the provisions meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), as promptly as practicable, but reasonably practicable after the date of this Agreement and in no any event later than five within 10 business days after the date of this Agreement, Sprint shall commence the Offer. The obligation of Sprint Cardinal Health shall cause Subcorp to commence the Offer and accept for payment, and pay forSubcorp shall accept for payment, all shares of ALARIS Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment all additional shares of ALARIS Common Stock validly tendered during any subsequent offering period to the extent Cardinal Health and Subcorp determine to provide a subsequent offering period in connection with the Offer, provided Cardinal Health and Subcorp are permitted to do so pursuant to Section 1.1(c). Subcorp shall not accept for payment any shares of ALARIS Common Stock tendered pursuant to the Offer unless there shall be subject have been validly tendered and not withdrawn prior to the conditions set forth Expiration Date such number of shares of ALARIS Common Stock that satisfy the Minimum Condition (as defined in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) Annex A). Subcorp expressly reserves the right to increase the Per Share Amount and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms waive any condition of the Offer, terminate except the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without Minimum Condition. Without the prior written consent of ALARIS, Subcorp shall not decrease the Company (such consent Per Share Amount or change the form of consideration payable in the Offer, decrease the number of shares of ALARIS Common Stock sought to be authorized by purchased in the Board of Directors Offer, impose conditions to the Offer in addition to those set forth in Annex A, change or waive the Minimum Condition or, except as provided in Section 1.1(c), extend the expiration of the CompanyOffer beyond the initial Expiration Date, or amend any other term of the Offer in a manner materially adverse to the ALARIS Stockholders. The Per Share Amount shall be paid less any required withholding of Taxes (as defined in Section 5.12(h). Subject to ), upon the terms and subject to satisfaction or waiver of the conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer set forth in Annex A. ALARIS agrees that no shares of ALARIS Common Stock held by ALARIS or any of its subsidiaries will be tendered in the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration DateOffer. (b) On the date of commencement of the Offer, Sprint Subcorp shall file with the SEC Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer on the date the Offer is commenced, which shall contain include an offer to purchase and a related letter purchase, form of transmittal letter and summary advertisement form of notice of guaranteed delivery (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, collectively, the "“Offer Documents"). Sprint agrees that ”) and use its reasonable best efforts to cause the Offer Documents shall comply as to form be disseminated to the ALARIS Stockholders in accordance in all material respects with the Exchange Act applicable requirements of the United States federal securities laws. Cardinal Health and that Subcorp will use their respective reasonable best efforts to comply in all material respects with the applicable requirements of the United States federal securities laws. The information provided and to be provided by ALARIS, Cardinal Health and Subcorp for use in the Offer Documents shall not, on the date filed with the Commission and on the date first published, published or sent or given to holders of shares of ALARIS Common Stock (the Company's stockholders shall not “ALARIS Stockholders”), as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading except that no representation is made by Sprint or Sprint L.P. Cardinal Health with respect to the information supplied by the Company, Newco or Newco Sub specifically ALARIS for inclusion in the Offer Documents. Each of the Parties agrees ALARIS, Cardinal Health and Subcorp each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Sprint Cardinal Health further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC Commission and to be disseminated to the Company's stockholders, in each case as and ALARIS Stockholders to the extent required by applicable Federal United States federal securities laws. The Company ALARIS shall promptly furnish to Cardinal Health or Subcorp all information concerning ALARIS that is required or reasonably requested by Cardinal Health or Subcorp in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). ALARIS and its counsel shall be given a reasonable the opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to their sufficiently in advance of filing with the SEC Commission or dissemination to stockholders the ALARIS Stockholders. (c) Subject to the terms and conditions thereof, the Offer shall remain open until midnight, New York City time, on the date that is 20 business days after the date the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the CompanyOffer as so extended, also an “Expiration Date”); provided, however, that, without the consent of ALARIS, Subcorp may (i) extend the Offer for one or more periods of not more than five business days not to exceed an aggregate of 15 business days if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer; or (iii) extend the Offer for one subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days in order to acquire at least 90% of the outstanding shares of ALARIS Common Stock or otherwise. Sprint Upon the written request of ALARIS, Cardinal Health agrees to provide cause Subcorp to extend the Company Offer for one or more periods not to exceed an aggregate of 15 business days, if, as of any Expiration Date, all of the conditions of the Offer are not satisfied, but such conditions are reasonably capable of being satisfied in such period. Cardinal Health and its counsel any comments that Sprint or its counsel may receive from Subcorp shall comply with the SEC or its staff with respect obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Subcorp shall, and Cardinal Health shall cause Subcorp to, accept for payment, and pay for, all shares of ALARIS Common Stock validly tendered and not withdrawn pursuant to the Offer Documents promptly after following the receipt acceptance of such commentsthe shares of ALARIS Common Stock for payment pursuant to the Offer and this Agreement.

The Offer. (a) Subject to the provisions of this AgreementMerger Subsidiary shall, as promptly as practicablepracticable after the date hereof, but in no event later than five business days after following the date public announcement of the terms of this Agreement, Sprint shall commence an offer (the Offer"OFFER") to purchase all of the outstanding shares of common stock, par value $.001 per share (the "SHARES"), including the associated Rights (defined in Section 4.1(c)), of the Company at a price of $29.25 per Share (including the associated Right), net to the seller in cash. The obligation of Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than condition that there shall be validly tendered in accordance with the terms hereof or extend of the Offer beyond June 15, 1998 (prior to the earlier of June 15, 1998 or the expiration date of acceptance for payment the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the shares total number of Common Stock tendered pursuant outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to the Offer is issue (such total number of outstanding Shares being hereinafter referred to as the "Expiration DateFULLY DILUTED SHARES") (the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any such case change in the terms or conditions of the Offer; PROVIDED that, without the prior written consent of the Company (such consent Company, no change may be made which changes the form of consideration to be authorized by paid, decreases the Board price per Share or the number of Directors Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition, extends the Offer (except as set forth in the following sentence), or makes any other change to any condition to the Offer set forth in Annex I which is adverse to the holders of the Company)Shares. Subject to the terms and conditions thereof, of the Offer in this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Subsidiary shall expire at midnight New York City time on the date that is 20 business days from the date accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer is first publishedas soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after acceptance; PROVIDED that Merger Subsidiary may (or, sent or given to holders of Common Stock; providedif the conditions set forth in clauses (a), however(b), that without the Company's consent(c), -------- ------- Sprint may (d) and (i) of Annex I exist, shall) extend the OfferOffer if, if at the scheduled expiration date of the Offer or any extension thereof any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock the Offer shall not have been satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (ii) and Merger Subsidiary may extend the Offer for any a further period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period time of not more than 5 20 business days beyond to meet the latest objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond (as so extended) and not withdrawn a number of Shares, which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the Expiration DateFully Diluted Shares. (b) On As soon as practicable on the date of commencement of the Offer, Sprint Parent and Merger Subsidiary shall (i) file with the SEC (defined below in Section 4.1(a)) a Tender Offer Statement on Schedule 14D-1 14D-l with respect to the Offer, Offer which shall will contain an the offer to purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, collectively the "Offer DocumentsOFFER DOCUMENTS"). Sprint agrees that ) and (ii) cause the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order disseminated to make holders of Shares. Parent, Merger Subsidiary and the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees Company each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, . Parent and Sprint further agrees Merger Subsidiary agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the Company's stockholdersholders of Shares, in each case as and to the extent required by applicable Federal federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto Schedule 14D-l prior to their filing its being filed with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Article VIII, as promptly as practicablepracticable (and in any event on or before January 8, but in no event later than five business days 2014) after the date hereof, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence, within the meaning of this AgreementRule 14d-2 under the Exchange Act, Sprint shall commence the Offer to purchase all the outstanding Common Stock at a price per share equal to the Offer Price. The consummation of the Offer. The , and the obligation of Sprint Acquisition Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Common Stock tendered pursuant to the Offer Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the conditions set forth in Sections 2.01, 2.02 and 2.03 Expiration Date that number of shares of Common Stock (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Common Stock (if any) then owned by Parent or Acquisition Sub represents a majority of the shares of Common Stock then outstanding (determined on a fully diluted basis) (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, the number of shares of Common Stock outstanding on a fully diluted basis shall be the number of shares of Common Stock issued and outstanding plus the number of shares of Common Stock which the Company would be required to issue pursuant to any then outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into shares of Common Stock or otherwise, but only to the extent so exercisable, convertible or exchangeable prior to consummation of the Merger or exercisable, convertible or exchangeable as a result of the consummation of the Offer is hereinafter referred or the Merger. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Acquisition Sub, of the other Offer Conditions, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer as promptly as possible on or after the "applicable Expiration Date". The Offer Price payable in respect of each share of Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Acquisition Sub shall not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that is adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 2.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such case time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If as of any then scheduled Expiration Date, (i) any Offer Condition has not been satisfied or, to the extent waivable by the Parent or Acquisition Sub pursuant to this Agreement, waived by Parent or Acquisition Sub, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of the Offer Conditions; and (ii) if (A) the full amount of the Debt Financing has not been funded and will not be available to be funded at the Offer Closing and the Closing and (B) Parent and Acquisition Sub acknowledge in writing that the Company may terminate the Agreement pursuant to Section 8.1(i)(ii) and receive the Parent Termination Fee, Acquisition Sub may extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the funding of the Debt Financing; provided, however, that, subject to Section 8.1(b), Acquisition Sub shall not be required to extend the Offer beyond June 16, 2014 (the “Outside Date”) and shall not extend the Offer beyond the Outside Date without the Company’s consent. In addition, Acquisition Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or the NYSE; provided, however, that, subject to Section 8.1(b), Acquisition Sub shall not be required to extend the Offer beyond the Outside Date and shall not extend the Offer beyond the Outside Date without the Company’s consent. (f) Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except if this Agreement is terminated pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, Acquisition Sub shall (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, Parent shall cause Acquisition Sub to) promptly terminate the Offer and shall expire at midnight New York City time on not acquire the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend pursuant thereto. If the Offer for any period required is terminated by any ruleAcquisition Sub, regulation, interpretation or position of the SEC applicable this Agreement is terminated prior to the Offer Acceptance Time, Acquisition Sub shall promptly return, and (iii) extend shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with applicable Law, all tendered shares of Common Stock that have not then been purchased in the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond to the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Dateregistered holders thereof. (bg) On As soon as practicable on the date of the commencement of the Offer, Sprint Parent and Acquisition Sub shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include as exhibits (without limitation), the Offer to purchase and Purchase, a related form of letter of transmittal and transmittal, a form of summary advertisement advertisement, a form of notice of guaranteed delivery (such the Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will shall be made, together with any amendments and supplements or amendments thereto, being referred to herein as the "“Offer Documents"”). Sprint agrees that Parent and Acquisition Sub agree to cause the Offer Documents shall comply to be disseminated to holders of shares of Common Stock, as and to form in the extent required by all material respects with applicable Laws, including the Exchange Act Act. Parent and that the Offer Documents Acquisition Sub, on the date first publishedone hand, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by and the Company, Newco or Newco Sub specifically for inclusion in on the Offer Documents. Each of the Parties agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents Parent and Acquisition Sub agree to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the Company's stockholdersholders of shares of Common Stock, in each case as and to the extent required by all applicable Federal securities lawsLaws, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents and all amendments and supplements thereto prior to their filing before they are filed with the SEC SEC, and Parent and Acquisition Sub shall give due consideration to the reasonable additions, deletions or dissemination to stockholders of changes suggested thereto by the CompanyCompany and its counsel. Sprint agrees to In addition, Parent and Acquisition Sub shall provide the Company and its counsel promptly with copies of any comments written comments, and shall inform them of any oral comments, that Sprint Parent, Acquisition Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any proposed written or oral responses to the Schedule TO and Offer Documents and Parent and Acquisition Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel and to participate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated pursuant to Article 8 hereof and that no event shall have occurred and be continuing that, had the provisions Tender Offer been commenced, would give rise to a right to terminate the Tender Offer pursuant to any of this Agreementthe conditions set forth in Exhibit 1.2-E, as promptly as practicablereasonably practicable (or by such other date as the Parties may mutually agree in writing), but in no event later than five business days after 10 Business Days following the date of this Agreement, Sprint shall commence the Offer. The obligation of Sprint to commence the Offer and accept for paymentAcquisition shall, and pay forParent shall cause Acquisition to, any commence, within the meaning of the Exchange Act, the Tender Offer by offering to purchase all of the outstanding shares of Common Stock tendered pursuant to the Offer shall be Stock, subject to the conditions set forth Minimum Condition, for an amount in Sections 2.01, 2.02 and 2.03 cash per share (or written waivers as set forth thereinthe “Tender Offer Price”) and equal to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms 87% of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares book value per share of Common Stock tendered pursuant to the Offer is hereinafter referred to (“BVPS”), as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight 5:00 P.M. New York City time on the date that is 20 business days from ten (10) Business Days prior to the date expiration of the Tender Offer is first published, sent or given to holders of Common Stock; provided, however, that without (the “Calculation Date”). BVPS shall be calculated by the Company's consent, -------- ------- Sprint may subject to the review and approval of the Special Committee, using the following data: (i) extend the Offer, if at the scheduled expiration date market value of the Offer any Company’s agency securities and derivatives as of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waivedCalculation Date, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position appraised value of the SEC applicable to Company’s non-agency securities as of the Offer and Calculation Date or the most recent prior date as of which such value can be determined, (iii) extend cash balances in the Offer Company’s bank accounts as of the Calculation Date, (iv) the Company's repurchase agreement balances and interest payable to repurchase counterparties as of the Calculation Date, and (v) any other tangible assets or liabilities determined in accordance with generally accepted accounting principles, consistently applied ("GAAP"), including accruals, as of the Calculation Date, less $1.0 million to account for any reason the Company's expenses related to the Transactions not included in the above-referenced accruals. B VPS shall be calculated as set forth on one occasion for Schedule 1.2 and shall be certified by an aggregate period authorized representative of not more than 5 business days beyond the latest expiration Company as true and accurate in all material respects. Estimates of BVPS shall be calculated as of 5:00 P.M., New York City time and posted to the Company’s website as soon as reasonably practicable on the date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Tender Offer extend beyond is commenced and on every Business Day thereafter until the Calculation Date. Thereafter, through the Expiration DateDate (as defined below), the Tender Offer Price shall be posted on the Company’s website. The Tender Offer shall be made by means of an offer to purchase that describes the terms and conditions of the Tender Offer in accordance with this Agreement. (ba) On the date of the commencement of the Tender Offer, Sprint shall Acquisition will (and Parent will cause Acquisition to), if it has not already done so, file with the SEC a combined Schedule 13E-3/Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferTender Offer (together with any amendments or supplements that have been made or are made in the future, which shall contain the “Schedule TO”), including forms of an offer to purchase and purchase, a related letter of transmittal and a summary advertisement (such the Schedule 14D-1 TO and the documents included therein pursuant to in it by which the Tender Offer will be made, together with any supplements as they may be supplemented or amendments theretoamended, being the "“Offer Documents"”) and the notice referred to in Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Merger Notice”). Sprint agrees that Promptly after that, Acquisition will communicate the Tender Offer and deliver the Offer Documents and the Maryland Short Form Merger Notice to the record holders and beneficial owners of Common Stock in accordance with applicable Law. Parent and Acquisition shall cause the Offer Documents to comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light requirements of the circumstances under which they were madeExchange Act, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in applicable rules and regulations of the Offer DocumentsNew York Stock Exchange and any other applicable Laws. Each of Parent, Acquisition and the Parties agrees Company will promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false is or misleading becomes incomplete or inaccurate in any material respect, and Sprint further agrees Parent and Acquisition will supplement or amend the Offer Documents to take all steps necessary the extent required by the Exchange Act, file the amended or supplemented Offer Documents with the SEC and, if required, disseminate the amended Offer Documents or supplements to amend or supplement the Company’s stockholders. The Special Committee and its counsel will be given a reasonable opportunity to review and comment on the Offer Documents and any amendments or supplements to cause the Offer Documents as so amended or supplemented to be them before they are filed with the SEC and to be or disseminated to the Company's stockholders, in each case as and Parent and Acquisition shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the extent required by applicable Federal securities lawsSpecial Committee and its counsel. The Company In addition, Parent and Acquisition shall (i) provide the Special Committee and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to with copies of any written comments, (ii) inform them about any oral comments, that Parent or Acquisition or their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, (iii) consult with the Special Committee and its counsel prior to responding to any such comments and (iv) provide the Special Committee with copies of all such written responses (or if oral responses, summaries thereof). Subject to the preceding sentence, Parent and Acquisition shall respond promptly to any comments received from the SEC or its staff with respect to the Offer Documents and take all other commercially reasonable actions necessary to resolve the issues raised therein, except to the extent any comments received from the SEC or its staff with respect to the Offer Documents might require a delay or certain actions which might reasonably be viewed as detrimental to the Company or its stockholders, in which case no action may be taken without approval of the Special Committee. (b) Unless extended as required or permitted by this Agreement, the day on which the Tender Offer expires (the “Expiration Date”) will be no earlier than the 20th Business Day, nor later than the 75th day, after the day on which the Schedule TO (or any amendment(s) thereto) that includes the Offer Documents (the “Offer TO”) is filed with the SEC, or, if the Tender Offer has been extended as required or permitted by this Agreement, the date to which the Tender Offer has been so extended. The time on the Expiration Date at which the Tender Offer will expire is referred to as the “Expiration Time.” Parent and Acquisition shall not terminate the Tender Offer prior to any scheduled Expiration Time (including any rescheduled Expiration Time) without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Article 8. (c) If at the scheduled Expiration Time any of the conditions set forth on Exhibit 1.2-E shall not have been satisfied or waived by Parent or Acquisition (if permitted hereunder), then Acquisition shall (and Parent shall cause Acquisition to) extend the Tender Offer for one or more successive periods of up to 10 Business Days each in order to permit the satisfaction of such conditions; provided, that Parent and Acquisition will not be required to extend the Tender Offer for more than three successive periods of 10 Business Days each and no extension of the Tender Offer will be required to extend past the earlier of (A) the termination of this Agreement pursuant to Article 8 hereof, and (B) the Tender Outside Date (as defined below). (d) Subject to the satisfaction or waiver of the conditions to the Tender Offer set forth on Exhibit 1.2-E, Acquisition will (and Parent shall cause Acquisition to), promptly after the Expiration Time (and in any event in compliance with Rule 14e-1(c) under the Exchange Act), accept for payment and pay for all the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Tender Offer on or before the applicable Expiration Time. Subject to Section 2.10(c), the Tender Offer Price payable in respect of each share of Common Stock validly tendered and not properly withdrawn pursuant to the Tender Offer shall be paid net to the seller in cash, without interest. Acquisition will not modify or waive the condition in paragraph (a) on Exhibit 1.2-E to reduce the Minimum Condition. In addition, Acquisition will not, without the prior consent of the Company, (i) decrease the Tender Offer Price, (ii) decrease the number of shares of Common Stock being solicited in the Tender Offer, (iii) change the form of consideration payable in the Tender Offer, (iv) modify, amend or add to the conditions set forth on Exhibit 1.2-E, including amending or waiving the Minimum Condition, (v) add any condition to the Tender Offer or (vi) extend the Expiration Date to a day which is more than 75 days after the day on which the Offer TO is filed with the SEC, except that (A) if the Tender Offer is modified to increase the Tender Offer Price or in any other manner permitted by this Agreement, the Expiration Date may be extended until 10 Business Days after the day on which Acquisition makes a public announcement of the modification, (B) if anyone other than Acquisition makes a tender offer for shares of Common Stock before the Tender Offer expires, Acquisition may extend the Expiration Date until not later than 10 Business Days after the other tender offer expires, (C) if the Company delivers a Superior Proposal Notice (as defined below), Parent may extend the Expiration Date until not later than 10 Business Days after the last day on which Parent is permitted under Section 8.1(f) to deliver a Price Increase Notice (as defined below), or the last day of the two Business Day negotiation period under Section 8.1(g), and if Parent delivers a Price Increase Notice by the last day permitted under Section 8.1(f), or if a Superior Proposal Notice given under Section 8.1(g) is withdrawn without this Agreement terminating, Parent may extend the Expiration Date until not later than 10 Business Days (or such longer period as is required by applicable SEC rules or by law) after the day on which Parent delivers the Price Increase Notice or the Superior Proposal Notice under Section 8.1(g) is withdrawn (or until such later date as is agreed upon by the Company, with the approval of the Special Committee, and by Parent), and (D) if Acquisition is prevented by an order of a court or other governmental agency from accepting shares of Common Stock which are tendered in response to the Tender Offer, Acquisition may extend the Expiration Date until not later than 10 Business Days after Acquisition is able to accept shares of Common Stock without violating any order of any court or other governmental agency. Acquisition may extend the Tender Offer for a subsequent offer period after the Expiration Date as permitted by Rule 14d-11 under the Exchange Act. (e) If at least two Business Days before the scheduled Expiration Date, the Company delivers a Superior Proposal Notice to Parent and Acquisition as described in clause (iii) of Section 8.1(f), the Expiration Date will automatically be extended to the fourth Business Day after the day on which the Company delivers the Superior Proposal Notice to Parent, subject to compliance with the applicable requirements of the Exchange Act. (f) In the event that this Agreement is terminated pursuant to Article 8, Acquisition shall (and Parent shall cause Acquisition to) (i) within one Business Day after such termination, terminate the Tender Offer, (ii) not acquire any shares of Common Stock pursuant to the Tender Offer and (iii) cause any depository acting on behalf of Acquisition to return, in accordance with applicable Law, all tendered shares of Common Stock to the record holders thereof.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII, then (i) not later than the provisions first Business Day after execution of this Agreement, Parent and the Company shall issue separate public announcements regarding the execution of this Agreement and (ii) Merger Sub shall, as promptly soon as practicable, but in no event later than five business days Business Days from and after the date of such announcement, including the date of announcement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act, commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer to purchase all of the outstanding shares of Company Common Stock at the Price Per Share. The initial expiration date of the Offer shall be the twentieth Business Day from and after the date the Offer is commenced, including the date of commencement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act. The Offer shall be made pursuant to an Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to the Company and containing terms and conditions set forth in this Agreement, Sprint shall commence the Offer. The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) there being at least that number of shares of Company Common Stock representing a majority of the total issued and outstanding shares of Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer (the "MINIMUM SHARES") validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the satisfaction of the other conditions set forth in Sections 2.01Annex A hereto, 2.02 and 2.03 any of which conditions may be waived by Merger Sub in its sole discretion; PROVIDED, HOWEVER, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to Merger Sub pursuant to the Offer. (b) Without the prior written consent of the Company, neither Parent nor Merger Sub will (i) decrease the Price Per Share payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer or written waivers as change the form of consideration payable in the Offer, (iii) change or amend the conditions to the Offer set forth thereinin ANNEX A hereto or impose additional conditions to the Offer, (iv) change the expiration date of the Offer or (v) otherwise amend, add or waive any term or condition of the Offer in any manner adverse to the holders of shares of Company Common Stock; PROVIDED, HOWEVER, that if on any scheduled expiration date of the Offer any conditions to the Offer have not been satisfied or waived, Merger Sub may, and at the request of the Company shall, from time to time, extend the expiration date of the Offer for up to 5 additional Business Days (but in no event shall Merger (1) the conditions to the Offer shall have been satisfied or waived and (2) the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent more than 50% but less than 90% of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; PROVIDED, HOWEVER, that in no event shall the extension permitted under the foregoing clause (y) exceed, in the aggregate, 10 Business Days. Notwithstanding anything to the contrary in this Agreement, Parent may extend the Offer during (but only to the end of) the period in which the Company is attempting to cure a breach pursuant to Section 7.1(h). Parent and Merger Sub will, subject to the terms and conditions of this Agreement. Sprint may not , use their best efforts to consummate the Offer. Assuming the prior satisfaction or waiver of all the conditions to the Offer prior set forth in ANNEX A hereto, and subject to March 20the terms and conditions of this Agreement, 1998Merger Sub shall, modify or amend and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer is hereinafter referred as soon as permitted under applicable law, recognizing that the parties wish to close as the "Expiration Date") in any such case without the prior written consent expeditiously as possible following expiration or termination of the Company (such consent waiting period under the HSR Act. Parent shall provide, or cause to be authorized by the Board of Directors of the Company). Subject provided, to the terms and conditions thereofMerger Sub, on a timely basis, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given funds necessary to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer purchase any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Company Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable that Merger Sub becomes obligated to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect purchase pursuant to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.01, as promptly as practicable and in any event within one Business Day following the date hereof (or such later date as the parties may mutually agree in writing), Merger Sub (i) shall amend the Offer to reflect the provisions execution of this Agreement, (ii) shall file an amendment to its Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (the “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the Federal securities laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as promptly as practicableamended (including the rules and regulations promulgated thereunder, but in no event later than five business days after the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use its reasonable best efforts to consummate the Offer. Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the condition that there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent or any of its Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis on the date of expiration of the Offer (the “Minimum Condition”) and to the other conditions set forth in Annex I hereto (together with the Minimum Condition, collectively, the “Tender Offer Conditions”). (b) Without the prior written consent of the Company, Merger Sub shall not (and Parent shall cause Merger Sub not to) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The Offer shall remain open until the date that is five Business Days after the amendment of the Offer (the “Expiration Date”), Sprint unless the period of time for which the Offer is open shall commence have been extended as may be required by applicable Law or in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that Merger Sub may (or, at the Company’s option, if at least 80% of the outstanding shares of Company Common Stock on a Fully Diluted Basis have been tendered and accepted for payment by Merger Sub, shall) provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). The obligation If, at any Expiration Date, any of Sprint the Tender Offer Conditions are not satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to commence time, each such extension not to exceed such number of days that Merger Sub reasonably believes is necessary to cause the Tender Offer Conditions to be satisfied (but in any event not more than 15 Business Days for all such extensions, unless, in each case, the parties shall otherwise mutually agree in writing). Under no circumstances shall Parent or Merger Sub waive the Minimum Condition. Subject to the terms of the Offer and this Agreement and the satisfaction of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for paymentpayment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date, regardless of the number of shares of Company Common Stock tendered in the Offer (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and pay fornotwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Datesatisfied. (bc) On the date Each of commencement of the OfferParent and Merger Sub, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first publishedone hand, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by and the Company, Newco or Newco Sub specifically for inclusion in on the Offer Documents. Each of the Parties other hand, agrees promptly to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect and Sprint Merger Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to stockholders of the Company's stockholders, in each case case, as and to the extent required by applicable Federal securities lawsLaws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to in advance of their filing with the SEC or and dissemination to stockholders of the Company. Sprint agrees Parent and Merger Sub shall provide to provide the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Sprint Parent, Merger Sub or its their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) Subject to the provisions of Provided that this AgreementAgreement shall not have been terminated in accordance with Article VII, as promptly as practicable, but in no event later than five business days practicable after the date hereof (and in any event within fifteen (15) Business Days of this Agreementthe date hereof), Sprint Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase (subject to the Offer Conditions, including the Minimum Condition) all the outstanding Common Stock (other than the Shares cancelled or converted pursuant to Section 2.1(a)) at a price per share equal to the Offer Price. The consummation of the Offer. The , and the obligation of Sprint Merger Sub to commence the Offer and accept for payment, purchase and pay forfor any shares of Common Stock validly tendered (and not withdrawn) pursuant to the Offer, any shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01guaranteed delivery procedures but not yet delivered) which, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance together with the terms hereof number of shares of Common Stock (if any) then owned by Parent or extend the Offer beyond June 15its Subsidiaries, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment represents at least a majority of the shares of Common Stock then outstanding (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) promptly (and in any event no later than one (1) Business Day) after the Expiration Date accept for payment and purchase all shares of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer (the time of such acceptance, the “Acceptance Time”) and (ii) promptly (and in any event no later than one (1) Business Day) after the applicable Expiration Date cause the Paying Agent to pay for such shares of Common Stock. Subject to Section 2.9, the Offer Price payable in respect of each share of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer shall be paid net to the seller in cash, without interest. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that is hereinafter referred adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 1.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the "Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. Parent and Merger Sub expressly reserve the right (but shall not be obligated) at any time and from time to time, in their sole discretion, to (A) increase the Offer Price, and (B) waive (to the extent permitted by applicable Law) any Offer Condition and make any other changes in the terms and conditions of the Offer, in each case, that are not inconsistent with the terms of this Agreement (including the limitations set forth in the preceding sentence). (d) Unless extended or terminated in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date"”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If as of any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension) in order to permit the satisfaction of the Offer Conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond August 31, 2019 (such date, the “Outside Date”), and shall not extend the Offer beyond the Outside Date without the Company’s consent. Notwithstanding the foregoing, Merger Sub shall extend the Offer for any such case period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or NASDAQ; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date, and shall not extend the Offer beyond the Outside Date without the Company’s consent. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Merger Sub shall (such consent to be authorized and Parent shall cause Merger Sub to) promptly terminate the Offer and shall not acquire the shares of Common Stock pursuant thereto. If the Offer is terminated by the Board of Directors of the Company). Subject Merger Sub, or this Agreement is terminated prior to the terms Acceptance Time, Merger Sub shall promptly return, and conditions shall cause any depositary acting on behalf of Merger Sub to promptly return, in accordance with applicable Law, all tendered shares of Common Stock to the registered holders thereof, the Offer shall expire at midnight New York City time . (g) As promptly as practicable on the date of the commencement, within the meaning of Rule 14d-2 under the Exchange Act, of the Offer, Parent and Merger Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”); (ii) cause a notice that is 20 business days from satisfies the requirements of Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Notice”) to be given to all holders of shares of Common Stock with the Offer Documents, unless, prior to the date the Offer is first publishedcommenced, sent or the Maryland Short Form Notice has been given to all holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waivedwho, until such time as such conditions are satisfied or waived, (ii) extend except for the Offer for any period required by any rule, regulation, interpretation or position application of Section 3-106.1 of the SEC applicable MGCL, would be entitled to vote on the Offer and Merger on the date such notice is given; (iii) extend deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iv) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and, unless waived by NASDAQ or the NASDAQ Listing Rules, mail by means of first class mail a copy of the Schedule TO, to NASDAQ in accordance with Rule 14d-3(a) promulgated under the Exchange Act; and (v) cause the Offer for any reason on one occasion for an aggregate period Documents to be disseminated to all holders of not more than 5 business days beyond shares of Common Stock as and to the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may extent required by all applicable Laws, including the Offer extend beyond the Expiration DateExchange Act. (bh) On The Schedule TO shall include as exhibits, the date Offer to Purchase, a form of commencement letter of the Offertransmittal, Sprint shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offerform of summary advertisement, which shall contain an offer to purchase and a related letter form of transmittal and summary advertisement notice of guaranteed delivery (such the Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will shall be made, together with any amendments and supplements or amendments thereto, being referred to herein as the "“Offer Documents"”). Sprint agrees that the The Offer Documents shall comply include the Maryland Short Form Notice (whether as an exhibit or otherwise) as provided in clause (g)(ii) above and may include a description of the determinations, approvals and recommendations of the Company Board and the Company described in this Agreement (and a change to form in all material respects with the Exchange Act such determinations, approvals and that the Offer Documents on the date first published, sent or given recommendations to the Company's stockholders shall not contain any untrue statement extent applicable at the relevant time). Subject to the provisions of Section 5.2, the Company consents to the inclusion of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light description of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by Company Recommendation in the Company, Newco or Newco Sub specifically for inclusion in Schedule TO and the Offer Documents. Each Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to use reasonable best efforts to (i) respond promptly to any comments of the Parties agrees SEC or its staff with respect to the Offer Documents and (ii) cause the Offer Documents when filed to comply with applicable Law and promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that any of them become aware that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents Parent and Merger Sub agree to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the Company's stockholdersholders of shares of Common Stock, in each case as and to the extent required by all applicable Federal securities lawsLaws, including the Exchange Act. The Company shall promptly furnish to Parent all information concerning the Company, its stockholders and the Company Subsidiaries that may be reasonably requested in connection with this Section 1.1(h). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents and all amendments and supplements thereto prior to their filing before they are filed with the SEC or dissemination SEC, and Parent and Merger Sub shall give reasonable consideration to stockholders of any such comments made by the CompanyCompany and its counsel. Sprint agrees to In addition, Parent and Merger Sub shall provide the Company and its counsel promptly with copies of any comments written comments, and shall inform them of any oral comments, that Sprint Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment on any proposed written or oral responses to the SEC or its staff in respect of the Schedule TO and Offer Documents and Parent and Merger Sub shall give reasonable consideration to any such comments made by the Company and its counsel and shall give the Company and its counsel a reasonable opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto, to the extent such participation is not prohibited by the SEC or applicable Law.

The Offer. (a) Subject to Provided that this Agreement shall not have --------- been terminated in accordance with Section 7.01, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence within the provisions meaning of this Agreement, Rule 14d-2 under the Exchange Act (as hereinafter defined) the Offer as promptly as practicablepracticable after the date hereof, but in no event later than five business days after the date initial public announcement of this Agreement, Sprint shall Parent's intention to commence the Offer. The obligation Offer shall have a scheduled Expiration date 20 business days following commencement of Sprint the Offer (the "Initial Expiration Date"). Notwithstanding any contrary provision of this Agreement, Merger Subsidiary (i) if so requested by the Company at the direction of the Special Committee, will extend the Offer for up to commence ten business days following in the event upon the Initial Expiration Date, Merger Subsidiary shall not have accepted for payment Shares pursuant to the Offer as a result of one or more of the conditions set forth in Annex A hereto not having been satisfied or waived by Merger Subsidiary and (ii) at its discretion may determine from time to time to extend the Offer for no more than an aggregate of ten business days following the later of the Initial Expiration Date and the first expiration date thereafter on which all of the conditions set forth in Annex A shall have been satisfied or waived, if applicable, provided, however, that in the event that Parent extends the Offer pursuant to this clause (ii) all of the conditions to the Offer shall be deemed to have been irrevocably satisfied for all purposes of the Offer and shall not be asserted by Parent as a basis for not consumating the Offer and (iii) may, from time to time at its discretion, extend the Offer in increments of up to ten business days each, if one or more of the conditions set forth in Annex A shall not have been satisfied or waived. Parent shall not accept for paymentpayment any Shares tendered pursuant to the Offer unless there shall have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, constitutes at least a majority of the Shares not beneficially owned by Parent or Merger Subsidiary on a fully diluted basis (the "Minimum Condition"). In addition to the Minimum Condition, the obligation of Parent to accept for payment and pay for, any shares of Common Stock for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Sections 2.01Annex A hereto. Parent expressly reserves the right to increase the Per Share Amount. Without the prior consent of the Special Committee, 2.02 and 2.03 Parent will not (i) decrease the Per Share Amount (ii) change the number of Shares to be purchased in the Offer (iii) change the form of the consideration payable in the Offer (iv) amend or written waivers as add to the conditions to the Offer set forth thereinin Annex A hereto; or (v) and make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares. Under no circumstances shall Parent waive the Minimum Condition. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of this Agreementthe Offer. Sprint may not consummate Following the Offer prior satisfaction or waiver of the conditions to March 20the Offer, 1998Parent shall cause Merger Subsidiary to accept for payment and pay for, modify or amend in accordance with the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock all Shares validly tendered pursuant to the Offer and not withdrawn, as soon as it is hereinafter referred permitted to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent do so pursuant to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Datelaw. (b) On As soon as reasonably practicable on the date of commencement of the Offer, Sprint Parent shall file with the SEC Securities and Exchange Commission (the "SEC") (i) a Tender Offer Statement on Schedule 14D-1 14D-1, including the exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-1"), including the exhibits thereto with respect to the OfferOffer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3, which including the exhibits thereto (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer and the other transactions contemplated hereby (the "Transactions"). The Schedule 14D-1 and the Schedule 13E-3 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and 14D-1, the documents included therein pursuant to which Schedule 13E-3, the Offer will be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "Offer Documents"). Sprint agrees that Parent, Merger Subsidiary and the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly Company agree to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information which shall have become false materially incorrect or misleading in any material respectmisleading, and Sprint Parent and Merger Subsidiary further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Schedule 14D-1 and the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company's stockholdersholders of Shares, in each case as and to the extent required by applicable Federal securities lawsLaw (as defined hereinafter). The Company Company, the Special Committee and its their respective counsel shall be given a reasonable the opportunity to review and comment on the Offer Documents and all any amendments and supplements thereto prior to their the filing thereof with the SEC or dissemination to stockholders of SEC. Parent and Merger Subsidiary shall provide the Company. Sprint agrees to provide , the Company Special Committee and its their respective counsel with a copy of any written comments that Sprint or its counsel telephonic notification of any oral comments Parent or Merger Subsidiary may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsthereof. Parent and its counsel shall provide the Company and the Special Committee and their respective counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Transactions or this Agreement.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII, then (i) not later than the provisions first Business Day after execution of this Agreement, Parent and the Company shall issue a public announcement of the execution of this Agreement and (ii) Merger Sub shall, as promptly soon as practicable, but in no event later than five business days two Business Days after the date of such announcement, amend (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer to provide for the purchase of all of the outstanding shares of Company Common Stock at the Price Per Share subject to reduction only for any applicable federal withholding taxes. The initial expiration date of the Offer shall be the tenth Business Day from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock in accordance with the terms hereof. The Offer shall be made pursuant to a Supplemental Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to the Company and containing terms and conditions set forth in this Agreement, Sprint shall commence the Offer. The obligation of Sprint Merger Sub to commence the Offer and accept for payment, purchase and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) at least that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding shares of Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer (the "MINIMUM SHARES") being validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the satisfaction of the other conditions set forth in Sections 2.01Annex A hereto, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and any of which conditions of this Agreementmay be waived by Merger Sub in its sole discretion. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to Merger Sub pursuant to the Offer is hereinafter referred to as the "Expiration Date"Offer. (b) in any such case without Without the prior written consent of the Company, neither Parent nor Merger Sub will (i) decrease the Price Per Share payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer or change the form of consideration payable in the Offer, (such consent iii) change or amend the conditions to be authorized by the Board of Directors Offer (including the conditions set forth in Annex A hereto) or impose additional conditions to the Offer, (iv) change the expiration date of the Company). Subject Offer or (v) otherwise amend, add or waive any term or condition of the Offer in any manner adverse to the terms and conditions thereof, the Offer shall expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of shares of Company Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the on any scheduled expiration date of the Offer any of the all conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall the Offer have not have been satisfied or waived, until such Merger Sub may, and at the request of the Company shall, from time as such conditions are satisfied or waivedto time, extend the expiration date of the Offer for up to 10 additional Business Days (but in no event shall Merger Sub be required to extend the expiration date of the Offer beyond the Outside Date); and provided further that Merger Sub may, (iix) without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iiiy) extend the Offer for any reason on one occasion for an aggregate period if (1) the conditions to the Offer shall have been satisfied or waived and (2) the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent more than 5 business days beyond 50% but less than 90% of the latest expiration date issued and outstanding shares of the Company Common Stock; provided, however, that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may shall the extensions permitted under the foregoing clause (y) exceed, in the aggregate, 10 Business Days. Parent and Merger Sub will, subject to the terms and conditions of this Agreement, use their best efforts to consummate the Offer. Assuming the prior satisfaction or waiver of all the conditions to the Offer extend beyond set forth in Annex A, and subject to the Expiration Date. (b) On terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for, in accordance with the date of commencement terms of the Offer, Sprint all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as permitted under applicable law, recognizing that the parties wish to close as expeditiously as possible after all Required Regulatory Approvals are obtained and following the expiration or termination of all applicable waiting periods under antitrust or other competition laws of any applicable jurisdictions. Parent shall file with provide, or cause to be provided, to Merger Sub, on a timely basis, the SEC a Tender Offer Statement on Schedule 14D-1 with respect funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable, practicable but in no event later more than five business days 10 Business Days after the date of this Agreement, Sprint Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. . (b) The obligation of Sprint Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Common Company Capital Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Time that number of shares of Company Common Stock which, together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the Company Common Stock then outstanding (assuming conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof but excluding shares of Company Common Stock issuable upon conversion of the Company Preferred Stock) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Capital Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Capital Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 this Agreement. (or written waivers as set forth thereinc) and The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Sprint Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Capital Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Annex I or modify or change any Offer Condition in a manner adverse in any material respect to any stockholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any stockholders of the Company. (d) The Offer shall expire at midnight (New York City time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), Merger Sub (i) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under any applicable antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (A) beyond March 29, 2013 (the “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Capital Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Capital Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article VIII. (g) Merger Sub shall not consummate terminate the Offer prior to March 20, 1998, modify or amend the terms of the Offer, terminate the Offer other than in accordance with the terms hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "any scheduled Expiration Date") in any such case Time without the prior written consent of the Company (such consent except in the event that this Agreement is terminated pursuant to be authorized Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the Board of Directors acceptance for payment of the Company). Subject Company Capital Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Capital Stock to the terms and conditions registered holders thereof, the Offer shall expire at midnight New York City time . (h) As soon as practicable on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer and (iii) extend the Offer for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event may the Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, Sprint Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements or amendments thereto, the "“Offer Documents"”). Sprint agrees that The Company shall promptly furnish to Parent and Merger Sub all information concerning the Offer Documents shall comply as to form in all material respects with Company required by the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion set forth in the Offer Documents. Each Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Parties agrees Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Sprint Merger Sub further agrees agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and its counsel shall be given a reasonable opportunity promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to review the filing of the Offer Documents and all (including any amendments and or supplements thereto prior to their filing thereto) with the SEC or dissemination thereof to the stockholders of the Company. Sprint agrees , or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any comments shares of Company Capital Stock that Sprint or its counsel may receive from the SEC or its staff with respect Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer Documents promptly after the receipt of such commentsOffer.