EXHIBIT 2
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THIS AGREEMENT, dated as of February 20, 2001 (this "Agreement") is
entered into among France Telecom, a societe anonyme organized under the laws of
France ("FT"), and Deutsche Telekom AG, an Aktiengesellschaft organized under
the laws of Germany ("DT"). FT and DT are collectively referred to herein as the
"Parties". Terms used and not defined herein have the meanings assigned to such
terms in the Offering Process Agreement.
WHEREAS, each of FT, DT and NAB Nordamerika Beteiligungs Holding GmbH,
a limited liability company organized under the laws of Germany and a wholly
owned subsidiary of DT ("NAB"), together with Sprint Corporation, a corporation
organized under the laws of the State of Kansas ("Sprint") is a party to the
Amended and Restated Registration Rights Agreement, dated as of November 23,
1998 as amended by the Master Transfer Agreement, the ("Registration Rights
Agreement");
WHEREAS, FT and DT entered into a Coordination Agreement, dated as of
July 31, 1995 (as amended on January 26, 2001, the "Coordination Agreement"), to
coordinate their activities and to specify their respective rights and
obligations with regard to their investments in Sprint, and on December 29,
1999, NAB entered into an Assumption Agreement, pursuant to which NAB became
bound by the terms and conditions of the Coordination Agreement;
WHEREAS, each of FT, DT and NAB proposes to dispose of shares of FON
Stock in an underwritten public offering;
WHEREAS, in connection with such offering, Sprint, on the one hand, and
FT, DT and NAB, on the other hand, are concurrently with the signature of this
Agreement entering into an Offering Process Agreement to agree upon a method of
applying the provisions of, and amending certain provisions of, the Registration
Rights Agreement; and
WHEREAS, the Parties wish to coordinate the exercise of their rights
with respect to the Offering Process Agreement and the FON Offering;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of FT, DT and
NAB, intending to be legally bound, hereby agrees as follows:
Section 1. Disposition of FON Stock.
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Subject to the limitations set forth in the Offering Process Agreement,
each of FT, on the one hand, and DT and NAB, on the other hand, may dispose of
such shares of FON Stock as such party decides in its sole discretion in the FON
Offering and may at any time or from time to time prior to the printing of
preliminary prospectuses for the FON Offering change the number of shares of FON
Stock that it offers in the FON Offering, or withdraw entirely from the FON
Offering.
Section 2. Exercise of Rights Under Offering Process Agreement.
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The Parties shall coordinate the exercise of their rights under the
Offering Process Agreement and, unless agreed in writing by all Parties, no
Party shall issue any notice or take any action pursuant to Section 3(b) of the
Offering Process Agreement.
Section 3. Cutbacks.
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Any cutbacks in the size of the FON Offering that are requested by the
underwriters for the FON Offering shall be allocated pro rata between FT, on the
one hand, and DT and NAB, on the other hand, based upon the number of shares of
FON Stock that such party proposes to offer at the time if any, that the
underwriters recommend such cutbacks.
Section 4. Pricing.
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In connection with the underwriting agreement among the parties and the
underwriters, the Parties will agree together on the same offer price and
underwriting discounts and commissions for the FON Stock to be sold by them
pursuant to the underwriting agreement before entering into such underwriting
agreement.
Section 5. Fees and Expenses.
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Each Party will pay its own expenses in connection with the FON
Offering, except (i) the underwriting discounts and commissions in connection
with the FON Offering will be incurred pro rata by each party based on the
amount of securities actually sold by each Party pursuant to the underwriting
agreement and (ii) as otherwise borne by Sprint pursuant to the Registration
Rights Agreement.
Section 6. Miscellaneous.
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(a) The following provisions of Article VII of the Coordination
Agreement (as if amended and restated following the amendment thereof) shall
apply to this Agreement as if fully set forth herein: Section 7.2 (Notices);
Section 7.3 (Waiver, Amendment); Section 7.4 (No Partnership); Section 7.5
(Binding Agreement; Transfers; No Third Party Beneficiaries); Section 7.8
(Governing Law; Dispute Resolution; Equitable Relief) Section 7.9
(Severability); and Section 7.10 (Headings; Counterparts).
(b) herein, embodies the entire agreement among the Parties with
respect to the subject matter hereto. Except as specifically contemplated by
this Agreement, the Coordination Agreement shall remain in full force and
effect. In any conflict between the provisions of this Agreement and the
Coordination Agreement, the former shall control.
(c) DT will cause NAB to comply with the terms of this Agreement as if
it were a party hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
FRANCE TELECOM
By:
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Name:
Title:
DEUTSCHE TELEKOM AG
By:
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Name:
Title:
By:
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Name:
Title:
