EXHIBIT 1
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EXECUTION COPY
QUALIFIED SUBSIDIARY ASSUMPTION AGREEMENT
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Reference is hereby made to the Amended and Restated Stockholders'
Agreement, dated as of November 23, 1998 (as amended or modified from time to
time, the "Stockholders' Agreement"), among Sprint Corporation, a Kansas
corporation (the "Company"); 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"). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the
Stockholders Agreement.
1. The undersigned, NAB Nordamerika Beteiligungs Holding GmbH, a limited
liability company organized under the laws of Germany and wholly-owned
subsidiary of DT, is acquiring Shares from a Class A Holder on the date hereof.
Pursuant to the Stockholders' Agreement, for good and valuable consideration and
as a condition to the effectiveness of such acquisition of Shares by the
undersigned, the undersigned hereby expressly confirms and agrees for the
benefit of the Company and each Class A Holder:
(1) to be bound by the terms and conditions of the Stockholders' Agreement
and to perform, observe and assume each and every one of the
covenants, rights, promises, agreements, terms, conditions,
obligations and duties of a Class A Holder under the Stockholders'
Agreement upon the consummation of its acquisition of Shares;
(2) to be bound by the terms and conditions of the Amended and Restated
Registration Rights Agreement and to perform, observe and assume each
and every one of the covenants, rights, promises, agreements, terms,
conditions, obligations and duties of a holder of Eligible Securities
(as defined in the Amended and Restated Registration Rights Agreement)
under the Amended and Restated Registration Rights Agreement; and
(3) to execute and deliver concurrently herewith a Qualified Subsidiary
Standstill Agreement and a Qualified Subsidiary Confidentiality
Agreement.
2. From and after the date hereof, (a) all references to a "Class A Holder"
or the "Class A Holders" in the Stockholders' Agreement shall be deemed to be
references to the undersigned (along with the other Class A Holders), and (b)
all references to a "holder of Eligible Securities" or "holders of Eligible
Securities" in the Registration Rights Agreement shall be deemed to be
references to the undersigned (along with the other holders of Eligible
Securities).
3. Nothing in this Assumption Agreement shall relieve any Class A Holder of
any of its obligations under the Stockholders' Agreement or any of the Other
Investment Documents, and the Class A Holder effecting the Transfer of Shares to
the undersigned shall remain liable for the performance by the undersigned as a
party.
4. The undersigned represents and warrants to the Company (a) that it is a
Qualified Subsidiary within the meaning of Article I of the Stockholders'
Agreement; and (b) that DT owns and holds directly 100% of the undersigned's
equity interests.
5. The undersigned agrees that, to the extent that it or any of its
property is or becomes entitled at any time to any immunity on the grounds of
sovereignty or otherwise based upon its status as an agency or instrumentality
of government from any legal action, suit or proceeding or from set off or
counterclaim relating to this Agreement, the Stockholders' Agreement or the
Amended and Restated Registration Rights Agreement from the jurisdiction of any
competent court described in Section 11.5 of the Stockholders' Agreement or
Section 3.6 of the Amended and Restated Registration Rights Agreement, from
service of process, from attachment prior to judgment, from attachment in aid of
execution of a judgment, from execution pursuant to a judgment or arbitral
award, or from any other legal process in any jurisdiction, it, for itself and
its property expressly, irrevocably and unconditionally waives, and agrees not
to plead or claim, any such immunity with respect to such matters arising with
respect to this Agreement, the Stockholders' Agreement or the Amended and
Restated Registration Rights Agreement or the subject matter hereof or thereof
(including any obligation for the payment of money). The undersigned agrees that
the waiver in this provision is irrevocable and is not subject to withdrawal in
any jurisdiction or under any statute, including the Foreign Sovereign
Immunities Act, 28 U.S.C. P. 1602 eT Seq. The foregoing waiver shall constitute
a present waiver of immunity at any time any action is initiated against the
undersigned with respect to this Agreement, the Stockholders' Agreement or the
Amended and Restated Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this Qualified
Subsidiary Assumption Agreement as of this 29th day of December, 1999.
NAB Nordamerika Beteiligungs Holding GmbH
By: ______________________________________
Name: Xx. Xxxxxxx Xxxxxxx
Title: Managing Director
By: ______________________________________
Name: Xx. Xxxxx Klesing
Title: Managing Director
