Sprint Corp. ▼

                            364-DAY CREDIT AGREEMENT

                            Dated as of June 22, 2004

                                      Among

                               SPRINT CORPORATION

                                       and

                           SPRINT CAPITAL CORPORATION
                                  as Borrowers

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                 CITIBANK, N.A.

                             as Administrative Agent

                  . . .

                    364-DAY CREDIT AGREEMENT

                    Dated as of June 24, 2003

                              Among

                       SPRINT CORPORATION

                               and

                   SPRINT CAPITAL CORPORATION
                          as Borrowers

                THE INITIAL LENDERS NAMED HEREIN

                       as Initial Lenders

                         CITIBANK, N.A.

                     as Administrative Agent

                  CITIGROUP GLOBAL MARKETS INC.
                               and
                    . . .

                            364-DAY CREDIT AGREEMENT

                           Dated as of August 9, 2002

                                      Among

                               SPRINT CORPORATION

                                       and

                           SPRINT CAPITAL CORPORATION
                                  as Borrowers

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                 CITIBANK, N.A.

                             as Administrative Agent

                  . . .

                            364-DAY CREDIT AGREEMENT

                           Dated as of August 3, 2001

                                      Among

                               SPRINT CORPORATION

                                       and

                           SPRINT CAPITAL CORPORATION
                                  as Borrowers

                       THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                 CITIBANK, N.A.

                             as Administrative Agent

                   . . .

                    364-DAY CREDIT AGREEMENT

                   Dated as of August 4, 2000

                              Among

                       SPRINT CORPORATION

                               and

                   SPRINT CAPITAL CORPORATION
                          as Borrowers

                THE INITIAL LENDERS NAMED HEREIN

                       as Initial Lenders

                         CITIBANK, N.A.

                     as Administrative Agent

                    SALOMON SMITH BARNEY INC.

                  as Book Manager and Arranger

       . . .

ASSET PURCHASE AGREEMENT

        THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of May 13, 2002, by and between Sprint Communications Company L.P., a Delaware limited partnership ("Seller"), and Transaction Network Services, Inc., a Delaware corporation ("Buyer").

Recitals

        A. Seller is engaged, among other things, in providing to customers transaction access service that incorporates public switched telephone network (PSTN) access, access concentration, a VISA protocol spoofing option, conversion to packet data protocols, and delivery over dedicated circuits connected to a specific use of the X.25 network using Sprint-owned equipment (the "TranXact Service"); and

        B. Seller desires to sell and Buyer desires to purchase certain of the assets relating to the TranXact Service of Seller upon the terms and conditions set forth in this Agreement.

Agreement

        NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

        1.     Purchase and Sale of Assets. Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and acquire from Seller, the Assets on the terms and subject to the conditions set forth in this Agreement at the closing (the "Closing") of the transactions contemplated by this Agreement (the "Contemplated Transactions"). The term "Assets" means all of Seller's rights, title and interest to furnish the TranXact Service pursuant to the Customer Contracts listed on Schedule 5.5(a), except as set forth in Section 8.5(b). The term "Customer Contracts" means the contracts between Seller and its Customers (as such term is defined in Section 8.5(c) hereof) relating to the provision of the TranXact Service. Customer Contracts do not include the provisions of the contracts listed in Schedule 5.5(a) that relate to services provided to the Customers by Sprint other than the TranXact Service.

        2.     Assumption of Liabilities.

        2.1   Assumption of Liabilities by Buyer. At the Closing, Seller will transfer, sell and assign to Buyer all of Seller's rights, title and interest in and to the Customer Contracts, and Buyer will assume and begin to pay, perform, satisfy and discharge the liabilities and obligations of Seller under the Customer Contracts that arise or accrue on or after the Closing (collectively, the "Assumed Liabilities") subject to Sections 8.5 and 8.9.




        2.2   Excluded Liabilities. Buyer is not assuming or agreeing to pay, perform, assume or discharge, or otherwise be responsible for, any debts, liabilities or obligations of Seller with respect to the TranXact Service or otherwise, fixed or contingent, known or unknown, including but not limited to any contingent or existing liabilities resulting from Seller's performance or breach of any agreement, contract or commitment arising or accruing prior to the Closing, except the Assumed Liabilities (collectively, the "Excluded Liabilities").

        3.     Consideration for Transfer of the Assets.

        3.1   Purchase Price. Buyer agrees to pay to Seller $45,000,000 (the "Purchase Price") in consideration for the sale and transfer of the Assets, on the terms and subject to the conditions set forth in this Agreement. Buyer will pay the Purchase Price to Seller at the Closing in cash by wire transfer of immediately available funds to the account described on Schedule 3.1.

1

        3.2   Allocation of Purchase Price. Buyer and Seller agree to allocate the Purchase Price for tax purposes as follows: (a) $5,000,000 to the non-competition provisions set forth in Section 8.7(a); and (b) $40,000,000 to the Customer Contracts. Buyer and Seller will file all tax returns (including amended returns and claims for refund) in a manner consistent with the allocation and will cooperate in the preparation of Treasury Form 8549 for timely filing with each of their respective federal income tax returns and any comparable foreign, state or local tax filings.

        4.     Closing. The Closing will take place at the offices of Arent Fox Kintner Plotkin & Kahn, PLLC located at 1050 Connecticut Avenue, N.W., Washington, D.C. 20036, at 10:00 a.m. local time on a date chosen by Buyer (the "Closing Date"); provided, however, that the Closing Date will occur no later than May 31, 2002. Buyer will notify Seller in writing of the Closing Date no less than three (3) business days prior to the Closing Date. The Closing will be effective as of 6:00 a.m. central time on the Closing Date.

        5.     Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date of execution of this Agreement, and as of the Closing Date, as follows:

        5.1   Seller's Organization and Authority. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and lawful authority to carry on the TranXact Service as it is currently being conducted. Seller is duly qualified or licensed to do business as a foreign limited partnership and is in good standing in each jurisdiction in which the conduct of the TranXact Service requires qualification or licensing to do business as a foreign limited partnership.




        5.2   Authorization. Seller has all requisite power and authority to execute and deliver the Transaction Agreements, to consummate the Contemplated Transactions and to perform fully its obligations under this Agreement and the other Transaction Agreements. The execution, delivery and performance of the Transaction Agreements by Seller and the consummation by Seller of the Contemplated Transactions have been duly authorized by all necessary action of Seller, and no other action is necessary to authorize the execution, delivery or performance of the Transaction Agreements or the consummation of the Contemplated Transactions. The Transaction Agreements constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with their terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally; and (b) general principles of equity (regardless of whether the enforceability is considered in a proceeding at law or in equity).




        5.3   No Conflict. The execution, delivery and performance of the Transaction Agreements by Seller and the consummation by Seller of the Contemplated Transactions: (a) will not violate or conflict with any provision of the limited partnership agreement of Seller, as amended; (b) will not violate any of the terms, conditions or provisions of any law, rule, statute, regulation, order, writ, injunction, judgment or decree of any Governmental Authority; or (c) will not conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, any of the terms, conditions or provisions of any contract (other than Customer Contracts, which will be treated in accordance with the provisions of Section 8.5). No authorization, approval, order, license, permit, franchise or consent of, and no registration, declaration or filing with, any Governmental Authority, or any other third party, is required in connection with Seller's execution, delivery and performance of the Transaction Agreements and the consummation of the Contemplated Transactions, other than in connection with the Customer Contracts, which will be treated in accordance with the provisions of Section 8.5.

ASSET PURCHASE AGREEMENT

BY AND AMONG

BERLINER COMMUNICATIONS, INC.
(a Delaware corporation)
Seller,

BCI COMMUNICATIONS, INC.
(a Delaware corporation)
Purchaser

and

NOVO NETWORKS, INC.
(a Delaware corporation)
Parent of Purchaser

Dated as of February 18, 2005

ASSET PURCHASE AGREEMENT

BY AND AMONG

BERLINER COMMUNICATIONS, INC.
(a Delaware corporation)
Seller,

BCI COMMUNICATIONS, INC.
(a Delaware corporation)
Purchaser

and

NOVO NETWORKS, INC.
(a Delaware corporation)
Parent of Purchaser

Dated as of February 18, 2005

                                 Award Agreement


THIS AWARD AGREEMENT (the "Agreement") is entered into as of (date) (the
"Grant Date"), by and between SPRINT CORPORATION, a Kansas corporation (together
with its direct and indirect subsidiaries, "Sprint") and (First Name)
(Last Name) (the "Director"), an outside director of Sprint's board of
directors for the grant of restricted stock units with respect to Sprint's FON
Common Stock, par value $2.00 per share ("FON Stock"), and Sprint's PCS Common
Stock, par value $1.00 per share ( . . .

                                 Award Agreement


THIS AWARD AGREEMENT (the "Agreement") is entered into as of (date) (the
"Grant Date"), by and between SPRINT CORPORATION, a Kansas corporation (together
with its direct and indirect subsidiaries, "Sprint") and (First Name)
(Last Name) (the "Executive"), an employee of Sprint for the grant of options
and restricted stock units with respect to Sprint's FON Common Stock, par value
$2.00 per share ("FON Stock"), and Sprint's PCS Common Stock, par value $1.00
per share ("PCS  . . .