EXHIBIT 5
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EXECUTION COPY
TRANSFER AGREEMENT
TRANSFER AGREEMENT (the "Agreement"), dated December 29, 1999, by and
between Deutsche Telekom AG, an Akteingesellschaft, organized under the laws of
Germany ("DT"), NAB Nordamerika Beteiligungs Holding GmbH, a limited liability
company organized under the laws of Germany ("NAB"). Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the
Stockholders' Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, pursuant to an Amended and Restated Stockholders' Agreement among
Sprint Corporation, a Kansas corporation ("Sprint"), France Telecom, a societe
anonyme organized under the laws of France ("FT"), and DT, dated as of November
23, 1998 (the "Stockholders' Agreement"), DT may in certain circumstances and in
accordance with Section 2.2 of the Stockholders' Agreement, Transfer Shares to
one or more Qualified Subsidiaries;
WHEREAS, NAB is a wholly-owned subsidiary of DT and a Qualified Subsidiary;
and
WHEREAS, NAB has entered into a Qualified Subsidiary Assumption Agreement,
Qualified Subsidiary Tax Matters Assumption Agreement, Qualified Subsidiary
Confidentiality Agreement, Qualified Subsidiary Standstill Agreement and an
Assumption Agreement of NAB Nordamerika Beteiligungs Holding GmbH, each in
accordance with the provisions of the Stockholders' Agreement and certain other
agreements.
NOW, THEREFORE, in consideration of the rights and obligations contained
herein, and for other good and valuable consideration, the adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. Acquisition. At the opening of business in Bonn, Germany on
December 29, 1999 (the "Transfer Time"), DT hereby transfers to NAB, and NAB
hereby acquires, all shares of Class A Stock owned by DT as of the close of
business, Kansas City, Kansas time, on December 28, 1999 or acquired on December
29, 1999, and NAB accepts all rights and obligations with respect to such shares
as of such time in consideration for NAB hereby granting to DT the right to
exercise the voting rights applicable to NAB's share capital. As soon as
practicable on or after the date hereof, DT will advise NAB of the precise
number of shares of Class A Stock so transferred to NAB pursuant hereto.
Section 2. Further Action. The parties agree upon request to execute any
further documents or instruments and to take any other action necessary or
desirable to carry out the purposes or intent of this Agreement. In particular,
between the Transfer Time and the time on which the transfer of record ownership
of the Shares to NAB shall have been reflected on the stock transfer books of
Sprint, DT will hold record ownership of the Shares, and act in all respects, as
the agent of NAB as the beneficial owner of the Shares.
Section 3. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same document.
Section 4. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of New York (regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law).
Section 5. No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer
upon any other person any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.
IN WITNESS WHEREOF, this Transfer Agreement executed on behalf of the
parties hereto by their respective duly authorized officers, all as of the date
first above written.
DEUTSCHE TELEKOM AG
By:_______________________________
Name:
Title:
NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH
By:_______________________________
Name: Xx. Xxxxxxx Xxxxxxx
Title: Managing Director
By:_______________________________
Name: Xx. Xxxxx Klesing
Title: Managing Director
