SECONDARY BLOCK TRADE AGREEMENT
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20 June 2003
56,000,032 Ordinary Shares of Sprint Corporation (PCS Group)
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This agreement dated 20 June 2003 sets out the terms under which UBS Securities
LLC ("Bank" / "Buyer") will purchase 56,000,032 Ordinary Shares (the "Shares")
of Sprint Corporation (PCS Group) (the "Issuer") from France Telecom S.A.
("Seller").
1. Purchase and sale
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Subject to the terms and conditions of this agreement (the "Agreement")
Seller agrees as legal and beneficial owner to sell the Shares, free of
all liens, charges or other encumbrances and Buyer agrees to purchase
and pay for the Shares the Shares at a net price of US$5.89 per Share
for a total consideration of US$329,840,188 (the "Purchase Price")
together with all dividends, distributions and other benefits attaching
to the Shares as from the date hereof(the "Trade Date"). The sale of
the Shares shall be in accordance with Rule 144(k) under the U.S.
Securities Act of 1933, as amended.
2. Closing
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(a) On 25 June 2003 or at such other time and/or date as Seller
and Buyer may agree (the "Closing Date"), Buyer shall pay to
Seller the Purchase Price for the Shares by transfer to
Seller's account to be notified to Buyer by Seller for value
on the Closing Date against delivery of the Shares on the
Closing Date, through the delivery versus payment facilities
of the Depository Trust Company. Details of the specific
accounts to be confirmed on the trade date.
(b) Seller agrees that it will not, and will ensure that none of
its subsidiaries or associates or holding company will, prior
to the expiry of 90 days following the Closing Date, offer,
issue, sell or otherwise dispose of (or announce an intention
of doing so) any other shares of the Issuer or any securities
convertible into or exchangeable for or carrying rights to
acquire other shares of the issuer without the prior written
consent of Buyer.
(c) Buyer undertakes with Seller that it will bear and pay any
stamp or other duties or taxes on or in connection with the
sale, and transfer of the Shares to be sold by Seller and the
execution and delivery of this Agreement and any other tax
payable by Buyer in connection with the transactions
contemplated hereby.
3. Expenses
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Seller and Buyer shall bear their own legal costs (if any) and all
their other out-of-pocket expenses (if any).
4. Representations and warranties
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(a) As a condition of the obligation of Buyer to purchase and pay
for the Shares, Seller represents and warrants to Buyer as
follows:-
(i) that Seller is the holder and sole legal and
beneficial owner of the Shares free from all liens,
charges and other encumbrances,
(ii) that Seller has the corporate power and authority to
sell the Shares hereunder and no person has any
conflicting right, contingent or otherwise, to
purchase or to be offered for purchase, the Shares,
or any of them,
(iii) that the execution, delivery and performance of this
Agreement has been duly authorised by Seller and upon
due execution the same will constitute a legal, valid
and binding obligation of Seller,
(iv) that the execution, delivery and performance of this
Agreement by Seller will not infringe any law or
regulation applicable to Seller and is not and will
not be contrary to the provisions of the
constitutional documents of Seller and will not
result in any breach of the terms of, or constitute a
default under, any instrument or agreement to which
Seller is a party or by which it or its property is
bound,
(v) that there are no restrictions (contractual or
otherwise) prohibiting or otherwise affecting the
sale or transfer of the Shares to Buyer, other than
those necessary to ensure compliance with the
registration requirements of the U.S. Securities Act
of 1933, as amended, or an exemption therefrom, and
no consents or approvals are required to be obtained
in connection with the sale of the Shares to Buyer
and the sale of the Shares to Buyer will not violate
or breach any representation or warranty made by
Seller pertaining to the Shares. Seller has made
available to Buyer a true and complete copy of all
agreements, documents and other instruments relating
to the issuance, sale and delivery of the Shares to
the Seller,
(vi) that all consents and approvals of any court,
government department or other regulatory body
required by Seller for the offering of the Shares and
the execution, delivery and performance of the terms
of this Agreement have been obtained and are in full
force and effect,
(vii) the Seller is not aware of and does not have any
non-public information concerning the Issuer which is
material or price-sensitive and the sale of the
Shares hereunder will not constitute a violation by
the Seller of any applicable law prohibiting "insider
dealing" in securities, and
(viii) the representations and warranties of Seller set
forth in Seller's representation letter (in form
similar to the form attached as Exhibit A titled,
"Seller's Representation Letter"), dated on or about
the date hereof, to Buyer are true and correct.
(b) As a condition of the sale by Seller of the Shares to Buyer,
Buyer represents and warrants to Seller as follows:-
(i) that the execution, delivery and performance of this
Agreement has been duly authorised by Buyer and upon
due execution the same will constitute a legal, valid
and binding obligation of Buyer, and
(ii) the Buyer is a registered broker-dealer under the US
Securities Exchange Act of 1934 and has all necessary
corporate power and authority and appropriate
regulatory authority to purchase the Shares from
Seller in the manner contemplated hereby, other than
those necessary to ensure compliance with the
registration requirements of the US Securities Act of
1933, as amended.
(c) Seller covenants with Buyer that it will keep Buyer
indemnified against any losses, liabilities, costs, claims,
actions and demands (including any expenses arising in
connection therewith) which it may incur, or which may be made
against it as a result of or in relation to any actual or
alleged misrepresentation in or breach of any of the above
representations and warranties and will reimburse Buyer for
all costs, charges and expenses which it may pay or incur in
connection with investigating, disputing or defending any such
action or claim provided that any such indemnification by the
Seller to the Buyer, will not in any case exceed the Purchase
Price.
(d) The above representations, warranties and indemnity shall
continue in full force and effect notwithstanding any
investigation by or on behalf of Buyer or completion of this
Agreement until the Closing Date.
5. Conditions to Closing
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The obligations of Buyer hereunder shall be subject, in its discretion,
to the condition that all representations and warranties and other
statements of Seller herein are, and as of the Closing Date will be,
true, complete and accurate.
6. Termination
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Buyer may by notice to the Seller given at any time prior to payment of
the Purchase Price for the Shares terminate this Agreement if:
(a) any of the representations and warranties contained in clause
5 shall have been untrue in any material respect at the time
of making thereof or shall subsequently have become untrue in
any material respect or any failure to perform any of the
Seller's undertakings or agreements in this Agreement; or
(b) in the opinion of Buyer, there shall have been since the date
hereof, any change in national or international financial,
political or economic conditions or currency exchange rates or
exchange controls such as would in the reasonable view of
Buyer, be likely to prejudice materially the distribution of
the Shares or dealings in the Shares in the secondary market.
Upon such notice being given, the parties hereto shall (except for any
liability arising before or in relation to such termination) be
released from their obligations hereunder.
7. Law and jurisdiction
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This Agreement is governed by the laws of the State of New York as
applied to contracts to be performed wholly within the State of New
York. Each party hereto irrevocably submits to the extent permitted
under applicable law to the non-exclusive jurisdiction of the federal
and state courts located in the Borough of Manhattan, State of New
York. Each party waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any suit,
action or proceeding relating to this Agreement. Each party certifies
(i) that no representative, agent or attorney of the other party has
represented, expressly or otherwise, that such other party would not
seek to enforce the foregoing waiver in the event of any such suit,
action or proceeding and (ii) acknowledges that it and the other party
have entered into this Agreement, in reliance on, among other things,
the mutual waivers and certifications in this Section.
8. Miscellaneous
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(a) Time shall be of the essence of this Agreement.
(b) The heading to each Clause is included for convenience only
and shall not affect the construction of this Agreement.
(c) In the event any provision of this Agreement is found to be or
becomes invalid or unenforceable, no other provision of this
Agreement shall thereby be affected and the Agreement shall
remain valid and enforceable in respect of all remaining
provisions, and any invalid or unenforceable provision will be
deemed to be replaced by a provision which as nearly as
possible accomplishes the commercial purpose of the original.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof. Upon acceptance by you this Agreement and
such acceptance shall constitute a binding agreement between Buyer and Seller.
Yours faithfully
UBS Securities LLC
/s/ Xxxxxx Xxxxxxx /s/ Xxxx Xxxxxxxx
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Xxxxxx Xxxxxxx Xxxx Xxxxxxxx
Executive Director Equity Capital Managing Director, co-head US Equity
Markets Origination Capital Markets
Agreed to and accepted by Seller:
/s/ Xxxxxxx Xxxxxx
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France Telecom S.A.
EXHIBIT A
SELLER'S REPRESENTATION LETTER
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UBS Securities LLC ("Bank")
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx XX 00000
Attention: Restricted Securities, ERM
Facsimile: 203 719 7031
Bank:
In conjunction with the order to sell 56,000,032 ordinary shares ("the Shares")
of
Sprint Corporation (PCS Group) (the "Issuer") through you as broker or dealer
for
France Telecom S.A.'s ("Seller's") account in the manner permitted by Rule 144
(the "Rule") under the Securities Act of 1933, Seller represents and warrants to
you as follows:
1. Seller is not an affiliate of the Issuer and has not been an affiliate
during the preceding three months and has held all the Shares for at
least 2 years.
2. If the Shares are "restricted securities" as defined in paragraph
(a)(3) of the Rule, Seller confirms that Seller has been the beneficial
owner for a period of at least 2 years as provided in paragraph (k) of
the Rule.
3. Pursuant to the exemption from registration provided by paragraph (k)
of the Rule, no registration of the Shares is required for their offer
and sale in the manner contemplated.
4. Seller understands that the payment of the proceeds of the sale will be
delayed until the Shares are transferred and delivered free of
restriction into UBS Securities LLC's participant account at the
Depository Trust and Clearing Corporation ("DTC"), DTC participant
number 642.
Seller agrees to notify Bank immediately if any of the above representations
become inaccurate before this sale is completed.
Very truly yours,
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France Telecom
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20 June 2003
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Chairman
and Chief Executive Officer
