EX-10.2






Exhibit 10.2




EXECUTION COPY




VOTING AGREEMENT




     VOTING AGREEMENT, dated as of July 27, 2009 (this “Agreement”), by and among SK TELECOM CO.,
LTD., a company organized under the laws of the Republic of Korea (the “Stockholder”), and Sprint
Nextel Corporation, a Kansas corporation (“Parent”).



     WHEREAS, concurrently with the execution of this Agreement, Parent, Sprint Mozart, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Virgin Mobile USA,
Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger,
dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to
time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with
and into the Company (the “Merger”) and each outstanding share of Class A Common Stock and Class C
Common Stock (as defined in the Merger Agreement) will be converted into the right to receive the
Merger Consideration specified therein;



     WHEREAS, as of the date hereof, the Stockholder Beneficially Owns (as hereinafter defined) the
number of shares of Company Common Stock set forth opposite the Stockholder’s name on Schedule
I hereto; and



     WHEREAS, as a condition and inducement to Parent entering into the Merger Agreement, Parent
has required that the Stockholder agree, and the Stockholder has agreed, to enter into this
Agreement and abide by the covenants and obligations with respect to the Covered Shares (as
hereinafter defined) set forth herein.



     NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Capitalized Terms. For the purposes of this Agreement, capitalized terms
used and not defined herein shall have the respective meanings ascribed to them in the Merger
Agreement.



     Section 1.02 Other Definitions. The following capitalized terms, as used in this
Agreement, shall have the meanings set forth below.



     (a) “Affiliate” of any person means another person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such first
person.



     (b) “Beneficial Ownership” by a person of any securities means ownership by any person who,
directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting
of, such securities; and/or (ii) investment power which includes the power to



 









 







dispose, or to direct
the disposition, of such securities; and shall otherwise be interpreted in accordance with the term
“beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended. The terms “Beneficially Own” and
“Beneficially Owned” shall have a correlative meaning.



     (c) “Certificate of Designations” means the Certificate of Designations of the Company
Preferred Stock.



     (d) “control” (including the terms “controlled by” and “under common control with”), with
respect to the relationship between or among two or more persons, means the possession, directly or
indirectly, of the power to direct or cause the direction of the affairs or management of a person,
whether through the ownership of voting securities, as trustee or executor, by contract or any
other means.



     (e) “Company Common Stock” means, collectively, Class A Common Stock, Class B Common Stock and
Class C Common Stock and will also include for purposes of this Agreement all shares or other
voting securities into which Company Common Stock may be reclassified, sub-divided, consolidated or
converted and all shares or other voting securities convertible into or exerciseable or
exchangeable for Company Common Stock and in each case any rights and benefits arising therefrom,
including any dividends or distributions of securities which may be declared in respect of the
Company Common Stock and entitled to vote in respect of the matters contemplated by Article II.
For the avoidance of any doubt, Company Common Stock shall include the Company Preferred Stock.



     (f) “Covered Shares” means, with respect to the Stockholder, the Stockholder’s Existing
Shares, together with any shares of Company Common Stock that the Stockholder acquires Beneficial
Ownership of on or after the date hereof.



     (g) “Encumbrance” means any security interest, pledge, mortgage, lien (statutory or other),
charge, option to purchase, lease or other right to acquire any interest or any claim, restriction,
covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any
kind or any preference, priority or other security agreement or preferential arrangement of any
kind or nature whatsoever (including any conditional sale or other title retention agreement),
excluding restrictions under securities laws and the Stockholders’ Agreement.



     (h) “Existing Shares” means, with respect to the Stockholder, the number of shares of Company
Common Stock Beneficially Owned (and except as may be set forth on Schedule I hereto, owned
of record) by the Stockholder as of the date hereof (excluding the 193,368 shares of Class A Common
Stock owned of record by Helio, Inc. as of the date hereof (the “Helio Shares”)), as set forth
opposite the Stockholder’s name on Schedule I hereto.



     (i) “person” means any individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity, or any group
comprised of two or more of the foregoing.



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     (j) “Representatives” means the officers, directors, employees, agents, advisors and
Affiliates of a person.



     (k) “Stockholders’ Agreement” means the Amended and Restated Stockholders’ Agreement, dated as
of August 22, 2008, by and among the Company, the Stockholder, Corvina Holdings Limited, Cortaire
Limited and Sprint Ventures, Inc.



     (l) “Subsidiary” of any person means any other person (i) of which such person directly or
indirectly owns securities or other equity interests representing more than fifty percent (50%) of
the aggregate voting power of such other person or (ii) of which such person possesses the right to
elect more than fifty percent (50%) of the directors or persons holding similar positions of such
other person.



     (m) “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of (by merger (including by conversion into securities or other
consideration), by tendering into any tender or exchange offer, by testamentary disposition, by
operation of law or otherwise), or to enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or
similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary
disposition, by operation of law or otherwise).



ARTICLE II




VOTING




     Section 2.01 Agreement to Vote. The Stockholder hereby irrevocably and
unconditionally agrees that during the term of this Agreement, at the Stockholders Meeting and at
any other meeting of the stockholders of the Company, however called, including any adjournment or
postponement thereof, and in connection with any written consent of the stockholders of the
Company, the Stockholder shall, in each case to the fullest extent that the Covered Shares are
entitled to vote thereon or consent thereto:



     (a) appear at each such meeting or otherwise cause the Covered Shares as to which the
Stockholder controls the right to vote to be counted as present thereat for purposes of calculating
a quorum; and



     (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered)
a written consent covering, not less than 7,735,790 Covered Shares that are entitled to vote in
each case: (i) in favor of the adoption of the Merger Agreement, approval of the Merger or any
other action of the stockholders of the Company reasonably requested by Parent in furtherance
thereof; (ii) against any action or agreement that is in opposition to, or competitive or
inconsistent with, the Merger or that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Stockholder contained in this Agreement; (iii)
against any Acquisition Proposal; and (iv) against any other action, agreement or transaction that
would otherwise materially interfere with, delay, postpone, discourage, frustrate the purposes of
or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or



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this Agreement or the performance by the Stockholder of its obligations under this Agreement,
including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale,
lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or any
reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (C) an
election of members to the board of directors of the Company, other than nominees to the board of
directors of the Company that are directors of the Company on the date of this Agreement or elected
or appointed by such directors or committees thereof or in accordance with the Stockholders’
Agreement; (D) any change in the present capitalization or dividend policy of the Company or any
amendment or other change to the Company’s certificate of incorporation or bylaws, except if
approved by Parent; or (E) any other change in the Company’s corporate structure or business.



     Section 2.02 No Inconsistent Agreements. The Stockholder hereby covenants and agrees
that, except for this Agreement and the Stockholders’ Agreement, the Stockholder (i) has not
entered into, and shall not enter into at any time while this Agreement remains in effect, any
voting agreement or voting trust with respect to the Covered Shares, (ii) has not granted, and
shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of
attorney with respect to the Covered Shares except with respect to matters that do not breach in
any material respect the voting obligations set forth in Section 2.01(b) and (iii) has not taken
and shall not knowingly take any action that would make any representation or warranty of the
Stockholder contained herein untrue or incorrect in any material respect or have the effect of
preventing or disabling the Stockholder from performing any of its material obligations under this
Agreement.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER




     The Stockholder hereby represents and warrants to Parent as follows:



     Section 3.01 Organization; Authorization; Validity of Agreement; Necessary Action.
The Stockholder is duly organized and is validly existing and in good standing under the laws of
the jurisdiction of its formation. The Stockholder has full power and authority to execute and
deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement,
the performance by it of its obligations hereunder and the consummation by it of the transactions
contemplated hereby have been duly and validly authorized by the Stockholder and no other actions
or proceedings on the part of the Stockholder or any stockholder thereof are necessary to authorize
the execution and delivery by it of this Agreement, the performance by it of its obligations
hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a
valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding
obligation of the Stockholder, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting
the rights of creditors generally and the availability of equitable remedies (regardless of whether
such enforceability is considered in a proceeding in equity or at law).



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     Section 3.02 Ownership. Schedule I sets forth opposite the Stockholder’s name
the number of shares of Company Common Stock over which the Stockholder has Beneficial Ownership as
of the date hereof (excluding the Helio Shares). Subject to Section 4.01, the Stockholder’s
Existing Shares are, and from the date hereof through and including the Closing Date will be,
Beneficially Owned by the Stockholder. Subject to Section 4.01, any Covered Shares of the
Stockholder acquired after the date hereof will be from and after such date through and including
the Closing Date Beneficially Owned by the Stockholder. Except as set forth in the Stockholders’
Agreement, the Stockholder has and will have the sole power to vote and dispose of the
Stockholder’s Existing Shares. The Stockholder has good and marketable title to the Stockholder’s
Existing Shares, free and clear of any Encumbrances. As of the date hereof, except for the Helio
Shares, neither the Stockholder nor any Affiliate of the Stockholder Beneficially Owns or holds any
right to acquire any additional shares of Company Common Stock or any other voting securities of
the Company or its Subsidiaries.



     Section 3.03 No Violation. The execution and delivery of this Agreement by the
Stockholder does not, and the performance by the Stockholder of its obligations under this
Agreement will not, (i) conflict with or violate the certificate of incorporation, bylaws or other
comparable governing documents, as applicable, of the Stockholder, (ii) conflict with or violate
any law, ordinance or regulation of any Governmental Entity applicable to the Stockholder or by
which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or
constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or
require payment under, or require redemption or repurchase of or otherwise require the purchase and
sale of, or result in the creation of any Encumbrance on the properties or assets of the
Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Stockholder is a party or by which
the Stockholder or any of its assets or properties is bound, except for any of the foregoing as
could not reasonably be expected, either individually or in the aggregate, to impair in any
material respect the ability of the Stockholder to perform its obligations hereunder or to
consummate the transactions contemplated hereby.



     Section 3.04 Consents and Approvals. Except for filings required by or advisable
under applicable securities laws, the execution and delivery of this Agreement by the Stockholder
does not, and the performance by the Stockholder of its obligations under this Agreement and the
consummation by it of the transactions contemplated hereby will not, require the Stockholder to
obtain any consent, approval, authorization or permit of, or to make any filing with or
notification to, any Governmental Entity.



     Section 3.05 Absence of Litigation. As of the date hereof, there is no action, suit
or proceeding pending or, to the knowledge of the Stockholder, threatened against or affecting the
Stockholder or any of its Affiliates before or by any Governmental Entity that could reasonably be
expected to impair in any material respect the ability of the Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated hereby.



     Section 3.06 Finder’s Fees. No investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in



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respect
of this Agreement based upon any arrangement or agreement made by or, to the knowledge of the
Stockholder, on behalf of the Stockholder.



ARTICLE IV




OTHER COVENANTS




     Section 4.01 Prohibition on Transfers, Other Actions. The Stockholder hereby agrees
not to (i) Transfer any of its Covered Shares, Beneficial Ownership thereof or any other interest
therein; provided that no Transfer of its Covered Shares to any Affiliate of the
Stockholder that agrees in writing to be bound by the terms and conditions of this Agreement shall
be subject to the above restriction; (ii) enter into any agreement, arrangement or understanding
with any person, or take any other action, that violates or conflicts with or would reasonably be
expected to violate or conflict with, or result in or give rise to a violation of or conflict with,
the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or
(iii) take any action that could materially restrict or otherwise affect the Stockholder’s legal
power, authority and right to comply with and perform its covenants and obligations under this
Agreement. Any Transfer in violation of this provision shall be void. Subject to Section 4.03,
the Stockholder also agrees not to engage in any transaction with respect to any of the Covered
Shares with the primary purpose of depriving Parent of the intended benefits of this Agreement.



     Section 4.02 Stock Dividends, etc. In the event of a stock split, stock dividend or
distribution, or any change in the Company Common Stock by reason of any split-up, reverse stock
split, recapitalization, combination, reclassification, exchange of shares or the like, the terms
“Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well
as all such stock dividends and distributions and any securities into which or for which any or all
of such shares may be changed or exchanged or which are received in such transaction.



     Section 4.03 No Solicitation. The Stockholder agrees that (i) it and its executive
officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ executive officers
and directors shall not, (iii) it shall use reasonable best efforts to ensure that its and its
Subsidiaries’ Representatives shall not, (A) directly or indirectly, solicit, initiate, knowingly
encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (B)
directly or indirectly participate in or knowingly encourage any negotiations or discussions
concerning, or provide access to its properties, books and records or any confidential information
or data to, any person relating to or take any other action to knowingly facilitate any inquiries
or the making of any proposal that constitutes, or may reasonably be expected to lead to, an
Acquisition Proposal, (C) recommend, adopt or approve, or propose publicly to recommend, adopt or
approve, an Acquisition Proposal or (D) agree or publicly propose to do any of the foregoing. The
Stockholder agrees that it will, and it will cause its Subsidiaries and Representatives to,
immediately cease and cause to be terminated any existing activities, discussions or negotiations
with any persons conducted heretofore with respect to any Acquisition Proposal or any potential
Acquisition Proposal. Notwithstanding anything to the contrary contained in this Section 4.03 or
any other provision of this Agreement, if the Company or its Board of Directors is engaging in any
actions permitted to be taken by the Company or its Board of Directors pursuant to clause



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(iii) or
(iv) of Section 6.5(a) of the Merger Agreement, then the Stockholder may also engage in discussions
concerning the relevant Acquisition Proposal with the person making such Acquisition Proposal,
including with respect to potential commercial arrangements between the Stockholder and its
Affiliates and the person making such Acquisition Proposal. In connection with any discussions
permitted pursuant to the preceding sentence, the Stockholder and its Affiliates may provide to the
person making such Acquisition Proposal access to their properties, books and records or
confidential information or data. The Stockholder shall keep Parent reasonably informed in all
material respects of the status and details (including any developments thereto) of such
discussions.



     Section 4.04 Notice of Acquisitions. During the term of this Agreement, upon the
written request of Parent, the Stockholder hereby agrees to disclose to Parent in writing the
number of any additional shares of Company Common Stock or other voting securities of the Company
of which the Stockholder acquires Beneficial Ownership on or after the date hereof, such written
disclosure to be made by the Stockholder within five Business Days of such written request from
Parent.



     Section 4.05 Stockholder Capacity. No person who owns, directly or indirectly, any
capital stock of the Stockholder or any director or officer of the Stockholder, in each case, who
is or becomes during the term of this Agreement a director or officer of the Company or any of its
Affiliates will be deemed to make any agreement or understanding in this Agreement in that person’s
capacity as a director or officer of the Company or any such Affiliate. The Stockholder is
entering into this Agreement solely in its capacity as the Beneficial Owner of its Existing Shares,
and nothing in this Agreement will limit or affect any actions taken by any person who owns,
directly or indirectly, any capital stock of the Stockholder or any director or officer of the
Stockholder in his or her capacity as a director or officer of the Company or any of its
Affiliates. Without limiting the generality of the foregoing, Parent acknowledges that Sung Won
Suh and Richard Chin are members of the Board of Directors of the Company and are also affiliated
with the Stockholder, and that the foregoing persons in their respective capacity as members of the
Board of Directors of the Company may, in the exercise of their fiduciary duties under applicable
Law, take actions that would violate this Agreement if such actions were taken by a Stockholder.
Parent agrees that no such action taken in such individual’s capacity as a member of the Board of
Directors of the Company will be deemed a violation of this Agreement. Nothing herein shall limit
or affect any actions taken by such person solely in his or her capacity as a director or officer
of the Company.



     Section 4.06 Waiver of Consent; Waiver under Certificate of Designations; Consent.
Subject to Section 5.01, the Stockholder hereby waives any requirement to obtain its respective
consent to the Merger Agreement (as in effect as of the date hereof or as such Merger Agreement may
be amended in a manner that does not give the Stockholder the right to terminate this Agreement
pursuant to Section 5.01) and the transactions contemplated thereby pursuant to Section 2.6 of the
Stockholders’ Agreement or Article II, Section 3 of the Company Bylaws. Subject to Section 5.01,
the Stockholder hereby waives (i) any right of the holders of Company



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Preferred Stock to vote or
consent as a separate class in respect of the approval of the Merger or the Merger Agreement (as in
effect as of the date hereof or as such Merger Agreement may be amended in a manner that does not
give the Stockholder the right to terminate this Agreement pursuant to Section 5.01), including the
consideration to be paid to the holders of Company Preferred Stock thereunder, and (ii) the
application of Section 8 of the Certificate of Designations to the consideration to be paid to the
holders of Company Preferred Stock pursuant to the Merger and the Merger Agreement (as in effect as
of the date hereof or as such Merger Agreement may be amended in a manner that does not give the
Stockholder the right to terminate this Agreement pursuant to Section 5.01). Subject to Section
5.01, for the avoidance of doubt, the Stockholder agrees and consents to the receipt in respect of
any shares of Company Preferred Stock held by the Stockholder of the amount of consideration
provided therefor in the Merger Agreement (as in effect as of the date hereof or as such Merger
Agreement may be amended in a manner that does not give the Stockholder the right to terminate this
Agreement pursuant to Section 5.01). Subject to Section 5.01, the Stockholder agrees and consents
to the receipt in respect of any shares of Company Common Stock held by the Stockholder of the
amount of Merger Consideration provided therefor in the Merger Agreement (as in effect as of the
date hereof or as such Merger Agreement may be amended in a manner that does not give the
Stockholder the right to terminate this Agreement pursuant to Section 5.01), and the Stockholder
acknowledges and agrees that the amount of such Merger Consideration is less than the amount of
Merger Consideration to be paid to certain other holders of Company Common Stock pursuant to the
Merger Agreement (as in effect as of the date hereof or as such Merger Agreement may be amended in
a manner that does not give the Stockholder the right to terminate this Agreement pursuant to
Section 5.01). 



     Section 4.07 Further Assurances. Without limiting the foregoing, the Stockholder
hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure
required by the SEC and in the S-4 and Proxy Statement the Stockholder’s identity and ownership of
its Covered Shares and the nature of the Stockholder’s obligations under this Agreement. Parent
agrees to give the Stockholder a meaningful opportunity to review and comment on the S-4 prior to
each filing of the Proxy Statement.



ARTICLE V




MISCELLANEOUS




     Section 5.01 Termination. This Agreement shall remain in effect until the earlier to
occur of (i) the Effective Time and (ii) the date of termination of the Merger Agreement in
accordance with its terms, and after the occurrence of such applicable event this Agreement shall
terminate and be of no further force; provided, however, that (A) the Stockholder
shall have the right to terminate this Agreement by written notice to Parent if the terms of the
Merger Agreement are amended or waived without the prior written consent of the Stockholder, but
only if such amendment or waiver creates any additional condition to the consummation of the
Merger, reduces the amount of Merger Consideration, changes the form of the Merger Consideration or
otherwise adversely affects the Stockholder in any material respect and (B) the provisions of this
Section 5.01 and of Sections 5.03 through 5.14 shall survive any termination of this Agreement.
Nothing in this Section 5.01 and no termination of this Agreement shall relieve or otherwise limit
any party of liability for breach of this Agreement.



     Section 5.02 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with
respect to any Covered Shares. All rights, ownership and economic benefits of and relating to



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the
Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no
authority to direct the Stockholder in the voting or disposition of any of the Covered Shares,
except as otherwise provided herein.



     Section 5.03 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation
of receipt), on the first Business Day following the date of dispatch if delivered by a recognized
next day courier service or on the third Business Day following the date of mailing if delivered by
registered or certified mail, return receipt requested, post prepaid. All notices hereunder shall
be delivered as set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:




	 	(a)	 	if to Parent, to:


Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Attention: General Counsel

Fax: 913-523-9802


and


Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

Attention: President — Strategic Planning and Corporate Initiatives

Fax: 913-523-8888


with an additional copy (which shall not constitute notice) to:


King & Spalding LLP

1185 Avenue of the Americas

New York, NY 10036

Fax: (212) 556-2222

Attention: E. William Bates, II

               Adam M. Freiman
	 
	 	(b)	 	if to the Stockholder, to:


SK Telecom Co., Ltd.

11 Euljiro 2-ga

Jung-gu

Seoul 100-999, Korea

Fax: +82 2 6100 7928

Attention: Sang Woo Kim




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     Section 5.04 Interpretation. When reference is made in this Agreement to an Article,
a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated. Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the
words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. The word “or” shall not be exclusive. The definitions
contained in this Agreement are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of such term. Any
Contract, instrument or Law defined or referred to herein or in any Contract or instrument that is
referred to herein means such Contract, instrument or Law as from time to time amended, modified or
supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the
case of Laws) by succession of comparable successor Laws and references to all attachments thereto
and instruments incorporated therein. This Agreement is the product of negotiation by the parties
having the assistance of counsel and other advisors, and it shall be construed without regard to
any presumption or rule requiring construction or interpretation against the party drafting or
causing any instrument to be drafted.



     Section 5.05 Counterparts. This Agreement may be executed and delivered (including by
facsimile or other electronic transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.



     Section 5.06 Entire Agreement. This Agreement and, to the extent referenced herein,
the Merger Agreement, together with the several agreements and other documents and instruments
referred to herein or therein or annexed hereto or thereto, embody the complete agreement and
understanding among the parties hereto with respect to the subject matter hereof and supersede and
preempt any prior understandings, agreements or representations by or among the parties, written
and oral, that may have related to the subject matter hereof in any way.



     Section 5.07 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of Delaware (without giving effect to choice of Law
principles that would cause the Laws of another jurisdiction to apply).



     Section 5.08 Headings. The descriptive headings contained in this Agreement are
included for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.



     Section 5.09 Specific Performance. The parties agree that irreparable damage would
occur and that the parties and the third party beneficiaries of this Agreement would not have any
adequate remedy at Law in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that,
prior to the termination of this Agreement pursuant to Section 5.01, Parent shall be entitled to
an injunction or injunctions or other



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equitable relief to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement, this being in addition to any
other remedy to which such party is entitled at Law or in equity. The parties agree that they shall
not object to the granting of injunctive or other equitable relief on the basis that there exists
an adequate remedy at Law. The parties further agree that (x) by seeking the remedies provided for
in this Section 5.09, a party shall not in any respect waive its right to seek any other form of
relief that may be available to a party under this Agreement, including monetary damages in the
event that this Agreement is terminated or in the event that the remedies provided for in this
Section 5.09 are not available or are otherwise not granted and (y) nothing in this Section 5.09
shall restrict or limit any party’s right to terminate this Agreement in accordance with the terms
of Section 5.01.



     Section 5.10 Jurisdiction. Each of the parties hereto (i) consents to submit itself
to the personal jurisdiction of the courts of the Court of Chancery of the State of Delaware or, if
under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any
court of the United States located in the State of Delaware, in the event any dispute arises out of
this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it shall
not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from
any such court, (iii) agrees that it shall not bring any action relating to this Agreement or any
of the transactions contemplated by this Agreement in any court other than the Court of Chancery of
the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested
in the federal courts, any court of the United States located in the State of Delaware, and
(iv) consents to service being made through the notice procedures set forth in Section 5.03. Each
of the Stockholder and Parent hereby agrees, to the fullest extent permitted by Law, that service
of any process, summons, notice or document by U.S. registered mail to the respective addresses set
forth in Section 5.03 shall be effective service of process for any suit or proceeding in
connection with this Agreement or the transactions contemplated hereby. 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 ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER MADE BY CLAIM,
COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.



     Section 5.11 Amendment; Waiver. This Agreement may not be amended except by an
instrument in writing signed by Parent and the Stockholder. Each party may waive any right of such
party hereunder by an instrument in writing signed by such party and delivered to Parent and the
Stockholder.



     Section 5.12 Severability. If any term or other provision of this Agreement is held
to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, the
validity, legality and enforceability of all other conditions and provisions of this Agreement
shall not be affected or impaired thereby so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible and if the parties
cannot come to an agreement, such term or provision shall be deemed reformed to the extent
necessary to conform to applicable Law and to give maximum effect to the intent of the parties
hereto.



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     Section 5.13 Successors and Assigns; Third Party Beneficiaries. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or
in part, by operation of Law or otherwise, by any of the parties without the prior written consent
of each of the other parties. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the parties hereto and their respective successors and permitted
assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other
than the parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.



     Section 5.14 Expenses. All costs and expenses (including legal fees) (i) incurred in
connection with the preparation and negotiation of this Agreement shall be paid by the party
incurring such expenses and (ii) incurred due to or in connection with any action to enforce the
terms of this Agreement shall be paid by the non-prevailing party in such action.



[Remainder of Page Left Blank Intentionally]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where
applicable, by their respective officers or other authorized person thereunto duly authorized) as
of the date first written above.



	 	 	 	 	 
	 	SPRINT NEXTEL CORPORATION

 	 
	 	By:  	/s/ Keith O. Cowan
 	 
	 	 	Name:  	Keith O. Cowan 	 
	 	 	Title:  	President – Strategic Planning and
Corporate Initiatives 	 
	 
	 	SK TELECOM CO., LTD.

 	 
	 	By:  	/s/ Jin Woo So
 	 
	 	 	Name:  	Jin Woo So 	 
	 	 	Title:  	President, Global Management Service 	 
	 




 









 





SCHEDULE I




Ownership of Common Stock




	 	 	 
	Name and Address of	 	 
	Stockholder	 	Beneficial Ownership
	SK Telecom Co., Ltd.

11 Euljiro 2-ga

Jung-gu

Seoul 100-999, Korea

Attention: Sang Woo (Sean) Kim

	 	SK Telecom Co., Ltd. owns 10,999,373
shares of Class A Common Stock and 25,750
shares of Company Preferred Stock.