-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qf6vl7bINK/QizclOCVawhGW6yYRQ7OE3zf437eOKKbk0dN1lsaq0+rpG99Bc+zx HCaBd0/VtT0NpufEvlX9Jw== 0000950130-01-503626.txt : 20010809 0000950130-01-503626.hdr.sgml : 20010809 ACCESSION NUMBER: 0000950130-01-503626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010808 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 1701296 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 8-K 1 d8k.txt FORM 8-K - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2001 Sprint Corporation ------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
Kansas 1-04721 48-0457967 ------------------------- --------------------------- ---------------------------------- (State of incorporation) (Commission File Number) (IRS Employer Identification No.)
2330 Shawnee Mission Parkway Westwood, Kansas 66205 -------------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (913) 624-3000 Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) P.O. Box 11315, Kansas City, Missouri 64112 ---------------------------------------------------------- (Mailing address of principal executive offices) Item 5. Other Events Sprint Corporation is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement on Form S-3 (File No. 333-65402). Item 7. Financial Information, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit 1.1 - Form of Underwriting Agreement for Equity Units. Exhibit 1.2 - Form of Underwriting Agreement for PCS common stock, series 1. Exhibit 4.9 - Form of Stock Purchase Contract (included in the purchase contract agreement between Sprint Corporation and Bank One, N.A., as purchase contract agent (filed as Exhibit 4 to Sprint Corporation's Registration Statement on Form 8-A and incorporated herein by reference)). Exhibit 4.10 - Form of Equity Unit Certificates (included in the purchase contract agreement between Sprint Corporation and Bank One, N.A., as purchase contract agent (filed as Exhibit 4 to Sprint Corporation's Registration Statement on Form 8-A and incorporated herein by reference)). Exhibit 4.14 - Form of pledge agreement among Sprint Corporation and Bank One, N.A., as collateral agent and purchase contract agent (filed as Exhibit 6 to Sprint Corporation's Registration Statement on Form 8-A and incorporated herein by reference). Exhibit 4.15 - Form of remarketing agreement among Sprint Corporation, Sprint Capital Corporation, Bank One, N.A., as purchase contract agent, and the remarketing agent named therein. Exhibit 4.16 - Form of terms of notes, including form of note. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 8, 2001 SPRINT CORPORATION By: /s/ Michael T. Hyde ------------------------------ Name: Michael T. Hyde Title: Assistant Secretary EXHIBIT INDEX Exhibit Number Description Page ------ ----------- ---- Exhibit 1.1 - Form of Underwriting Agreement for Equity Units. Exhibit 1.2 - Form of Underwriting Agreement for PCS common stock, series 1. Exhibit 4.9 - Form of Stock Purchase Contract (included in the purchase contract agreement between Sprint Corporation and Bank One, N.A., as purchase contract agent (filed as Exhibit 4 to Sprint Corporation's Registration Statement on Form 8-A and incorporated herein by reference)). Exhibit 4.10 - Form of Equity Unit Certificates (included in the purchase contract agreement between Sprint Corporation and Bank One, N.A., as purchase contract agent (filed as Exhibit 4 to Sprint Corporation's Registration Statement on Form 8-A and incorporated herein by reference). Exhibit 4.14 - Form of pledge agreement among Sprint Corporation and Bank One, N.A., as collateral agent and purchase contract agent (filed as Exhibit 6 to Sprint Corporation's Registration Statement on Form 8-A and incorporated herein by reference). Exhibit 4.15 - Form of remarketing agreement among Sprint Corporation, Sprint Capital Corporation, Bank One, N.A., as purchase contract agent, and the remarketing agent named therein. Exhibit 4.16 - Form of terms of notes, including form of note. EX-1.1 3 dex11.txt FORM OF UNDERWRITING AGREEMENT FOR EQUITY UNITS EXHIBIT 1.1 UNDERWRITING AGREEMENT Sprint Corporation Sprint Capital Corporation 60,000,000 Equity Units August 7, 2001 New York, New York August 7, 2001 JP Morgan 60 Wall Street New York, NY 10260 Merrill Lynch & Co. 4 World Financial Center New York, NY 10080 UBS Warburg LLC 299 Park Avenue New York, NY 10171 As Representatives of the several Underwriters named in Schedule II hereto, Dear Sirs and Mesdames: Sprint Corporation, a Kansas corporation ("Sprint"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, an aggregate of 60,000,000 Equity Units (the "Equity Units") of the Company, which will initially consist of 60,000,000 units referred to as "Corporate Units" with a stated amount, per Corporate Unit, of $25 (the "Stated Amount")(the "Firm Corporate Units"). The Corporate Units will initially consist of (a) a stock purchase contract (the "Purchase Contract") under which the holder will agree to purchase from the Company on August 17, 2004 (the "Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, a number of newly issued shares of PCS Common Stock, Series 1, $1.00 par value per share (the "PCS Common Stock") equal to the Settlement Rate (as defined in the Purchase Contract Agreement referred to below) and (b) a $25 aggregate principal amount 6% senior note due August 17, 2006, issued by our wholly owned finance subsidiary, Sprint Capital Corporation ("Sprint Capital"; Sprint Capital, together with Sprint jointly and severally, being hereafter called the "Company") guaranteed by Sprint (a "guarantee") (each, a "Note" and collectively the "Notes") pursuant to the Indenture (as defined below). Sprint also proposes to sell to the several underwriters not more than an additional 9,000,000,000 Corporate Units (the "Additional Corporate Units") if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Corporate Units granted to the Underwriters in Section 2 hereof. The Firm Corporate Units and the Additional Corporate Units are hereinafter collectively referred to as the "Securities". The Notes that will initially constitute a component of the Corporate Units are hereinafter referred to as the "Underlying Notes". In accordance with the terms of the Purchase Contract Agreement to be dated as of the Closing Date (the "Purchase Contract Agreement"), between Sprint and Bank One, N.A., as Purchase Contract Agent (the "Purchase Contract Agent"), the Underlying Notes will be pledged by the Purchase Contract Agent, on behalf of the holders of the Securities, to Bank One, N.A., as Collateral Agent (the "Collateral Agent"), pursuant to the Pledge Agreement, to be dated as of the Closing Date (the "Pledge Agreement"), among the Company, the Purchase Contract Agent and the Collateral Agent, to secure the holders' obligations to purchase PCS Common Stock under the Purchase Contracts. The shares of PCS Common Stock issuable pursuant to the Purchase Contracts are hereinafter called the "Purchase Contract Shares". The Notes will be issued pursuant to the indenture dated as of October 1, 1998, among Sprint, Sprint Capital and Bank One, N.A., as trustee, as supplemented by a first supplemental indenture dated as of January 15, 1999 (the "Indenture"). Pursuant to a Remarketing Agreement (the "Remarketing Agreement") to be dated as of the Closing Date, among the Company, the Purchase Contract Agent and UBS Warburg LLC, as remarketing agent (the "Remarketing Agent") the Notes may be remarketed, subject to certain terms and conditions. The Remarketing Agreement contemplates that, in connection with any such remarketing, the Company and the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") in substantially the form attached as Exhibit A to the Remarketing Agreement. As used in this Agreement, the term "Operative Documents" means this Agreement, the Purchase Contract Agreement (including the Purchase Contracts), the Pledge Agreement, the Remarketing Agreement, the Notes, the Indenture and the Corporate Units. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Securities and the Purchase Contract Shares (Commission file no. 333-65402). The registration statement as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement"; the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Securities and the terms of the Offering of the Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Securities Act, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the effective date of the Registration Statement or the issue date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. 1. Representations and Warranties of the Company. The Company represents and warrants to and agrees with the Underwriters that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement and any amendments thereto, as of their respective effective dates, did not contain or, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and any of the amendments thereto, as of their respective effective dates, and the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Closing Date (as defined in Section 4 hereof), complied or will comply in all material respects with the Trust Indenture Act of 1939, the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Closing Date does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (i) statements or omissions in the Registration Statement or the Prospectus or any amendment or supplement thereto based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein or (ii) those exhibits to the Registration Statement that constitute the Statement of Eligibility (Form T-1) of the Trustee. (c) Sprint has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole. (d) Each subsidiary of Sprint that would be a "significant subsidiary" of Sprint within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission, substituting five percent for ten percent in the conditions specified therein and substituting "proportionate share of the total net revenue (after intercompany eliminations)" for "equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle" and "such revenue" for "such income" in clause (3) of such definition (each a "Material Subsidiary"), has been duly incorporated or otherwise organized, is validly existing as a corporation, limited liability company, or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate, limited liability company, or partnership, as the case may be, power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole; all of the outstanding shares of capital stock of each subsidiary of Sprint have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise set forth or incorporated by reference in the Prospectus, are owned directly or indirectly by Sprint, free and clear of all liens, encumbrances, equities or claims. (e) This Agreement has been duly authorized, executed and delivered by the Company, and the Company has, and on the Closing Date will have, the corporate power to enter into this Agreement and perform its obligations hereunder. (f) The authorized equity capitalization of Sprint is as set forth in the Prospectus under the captions "Authorized Capital Stock" and "Capitalization", and the Securities conform in all material respects to the description thereof contained in the Prospectus. (g) All outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessable. (h) The Remarketing Agreement has been duly authorized by the Company and Sprint Capital and when executed and delivered by the Company and Sprint Capital will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity, and except as indemnification or contribution obligations may be limited under applicable laws and public policy, and will conform in all material respects to the description thereof in the Prospectus. The Supplemental Remarketing Agreement has been duly authorized by the Company and, at the date of the Supplemental Remarketing Agreement and at the Remarketing Closing Date (as defined in Schedule I to the Supplemental Remarketing Agreement), will have been duly executed and delivered by the Company. (i) Each of the Purchase Contract Agreement, the Pledge Agreement, the Notes (including the guarantees related thereto) has been duly authorized and when executed and delivered by Sprint and/or Sprint Capital, as applicable (in the case of the Notes, in accordance with the Indenture), will constitute the valid and binding obligations of Sprint and/or Sprint Capital, as applicable, enforceable against Sprint and/or Sprint Capital, as applicable, in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity and will conform in all material respects to the description thereof in the Prospectus. The Notes will be entitled to the benefits of the Indenture. (j) The Indenture has been duly authorized, executed and delivered and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity. The Indenture has been qualified under the Trust Indenture Act. (k) The Corporate Units have been duly authorized and when executed and delivered by Sprint will constitute the valid and binding obligations of Sprint enforceable against Sprint in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity, and will conform in all material respects to the description thereof in the Prospectus. The Corporate Units and the Purchase Contract Shares have been duly registered under the Exchange Act and have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance; and the issuance of the Corporate Units is not subject to preemptive or other rights to subscribe for the Securities pursuant to Sprint's Articles of Incorporation or the Kansas General Corporation Code. (l) The Purchase Contract Shares issuable pursuant to the Purchase Contract Agreement have been duly authorized and reserved for issuance by Sprint and, when issued and delivered in accordance with the provisions of the Purchase Contract Agreement, will be validly issued and fully paid and non-assessable; and the issuance of such Purchase Contract Shares is not and will not be subject to preemptive or other rights to subscribe for the Securities pursuant to Sprint's Articles of Incorporation or the Kansas General Corporation Code. (m) The execution and delivery by Sprint and/or Sprint Capital, as applicable, of, and the performance by Sprint and/or Sprint Capital, as applicable, of its obligations under, the Operative Documents (i) has not and will not violate any provision of the articles of incorporation or by-laws of Sprint and/or Sprint Capital, as applicable, and (ii) has not and will not violate any provision of law applicable to Sprint or any of its subsidiaries, any agreement or other instrument binding upon Sprint or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Sprint or any subsidiary, except in each case set forth in this clause (ii) for violations that would not reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole, or the Company's ability to perform its obligations hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the execution, delivery or performance of this Agreement by the Company, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities. (n) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of Sprint and its subsidiaries, taken as a whole, from that set forth in the Prospectus. (o) There are no legal or governmental proceedings pending or, to the knowledge of Sprint, threatened to which Sprint or any of its subsidiaries is a party or to which any of the properties of Sprint or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus that are not described as required. There are no contracts or other documents required to be filed as exhibits to the Registration Statement that are not filed as required. (p) The Prospectus, and any supplement thereto, filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. (q) Sprint is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (r) Sprint and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses material to Sprint and its subsidiaries, taken as a whole, and neither Sprint nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, could reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. (s) Sprint and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except, in the case of all matters set forth in clauses (i), (ii) and (iii), as set forth in the Prospectus and except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals could not reasonably be expected to, singly or in the aggregate, have a material adverse effect on Sprint and its subsidiaries, taken as a whole. (t) There are no costs or liabilities known to the Company associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which could reasonably be expected to, singly or in the aggregate, have a material adverse effect on Sprint and its subsidiaries, taken as a whole. (u) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to register any securities pursuant to the Registration Statement, except such rights as have been both (i) referred to or incorporated by reference in the Prospectus and (ii) waived or satisfied. (v) Ernst & Young LLP and Deloitte & Touche LLP, whose reports on the consolidated financial statements of Sprint and its subsidiaries are filed with the Commission as part of the Registration Statement and Prospectus, are each independent public accountants with respect to Sprint as required by the Securities Act. (w) The audited and unaudited financial statements and schedules included in the Registration Statement and the Prospectus present fairly in all material respects the consolidated financial position of Sprint and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of Sprint and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (x) The Company after giving effect to the offering and sale of the securities and the application of the proceeds thereof as described in the Prospectus will not direct an aggregate of 10% or more of the net proceeds of the offering of the Securities to National Association of Securities Dealers, Inc. members participating in the distribution of the Securities. 2. Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Sprint hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from Sprint at $ per Corporate Unit (the "Purchase Price") the number of Firm Corporate Units set forth in Schedule II hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, Sprint agrees to sell to the Underwriters the Additional Corporate Units, and the Underwriters shall have a one-time right to purchase, severally and not jointly, 9,000,000,000 Additional Corporate Units at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify Sprint in writing at least three business days in advance of the Option Closing Date and not later than 30 days after the date of this Agreement, which notice shall be irrevocable and shall specify the number of Additional Corporate Units to be purchased by the Underwriters and the date on which such Additional Corporate Units are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Corporate Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Corporate Units. If any Additional Corporate Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from Sprint, the number of Additional Corporate Units that bears the same proportion to the total number of Additional Corporate Units to be purchased as the number of Firm Corporate Units set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Corporate Units. The Company hereby agrees that, without the prior written consent of any two of J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any series of PCS Common Stock or any securities convertible into or exercisable or exchangeable for shares of any series of PCS Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of PCS Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of PCS Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance and sale of PCS Common Stock in the offering being conducted concurrently with this offering, (B) any transaction pursuant to any employee or director benefit plan in effect on the date of the Prospectus or the registration of any such transaction, (C) issuances of PCS Common Stock upon conversion of outstanding shares of Preferred Stock -- Seventh Series, Convertible, or upon exercise of outstanding warrants to purchase PCS Common Stock, (D) issuances of PCS Common Stock pursuant to Sprint's rights plan in effect on the date of the Prospectus, (E) issuances of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments; provided that in each case set forth in this clause (E) the recipient of such PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock agrees to be bound for any remaining portion of such 90 day period on the above terms (except that recipients of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with the acquisition by Sprint of a company whose shares are publicly traded need not so agree), (F) registrations of PCS Common Stock for, or issuances of PCS Common Stock to, Comcast Corporation, Cox Communications, Inc. and Liberty PCS Trust or any affiliate upon any exercise of their equity purchase rights or registration rights, (G) issuances, or registrations, of shares of PCS Common Stock which are issuable to France Telecom ("FT"), Deutsche Telekom AG or any affiliate ("DT") or third parties in respect of the shares of Sprint's Class A Common Stock and PCS Common Stock, Series 3 held by FT and DT as of the date of this Agreement, (H) issuances of Equity Units, Corporate Units, Purchase Contracts or Purchase Contract Shares to be sold hereunder or (I) issuances of treasury units (as defined in the Prospectus) or Corporate Units to be created or recreated upon substitution of pledged securities. 3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as set forth in the Prospectus. The Company is further advised by you that the Securities are to be offered to the public initially at $25 per Corporate Unit (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $0.65 per Corporate Unit under the Public Offering Price. 4. Payment and Delivery. Payment for the Firm Corporate Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Corporate Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on August 10, 2001, or at such other time on the same or such other date, not more than five business days later, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Corporate Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Corporate Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than September 30, 2001, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". The certificates evidencing the Firm Corporate Units and the Additional Corporate Units shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. 5. Conditions to the Obligations of the Underwriters and the Company. The several obligations of Sprint to sell the Securities to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Securities on the Closing Date are subject to the condition that the Registration Statement shall have been declared effective by the Commission prior to the Closing Date and that no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission at the Closing Date. The several obligations of the Underwriters to purchase and pay for the Securities on the Closing Date are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Closing Date, the accuracy of the statements by the Company made in any certificates pursuant to the provisions hereof, the performance by the Company of its obligations hereunder and to the following additional conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Sprint and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Firm Corporate Units on the terms and in the manner contemplated in the Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of Sprint to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as if made on the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of King & Spalding, outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Registration Statement has become effective under the Act, any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b), and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened; (ii) the statements (A) in the Prospectus under the captions "Certain Federal Income Tax Consequences" and "Certain U.S. Federal Income Tax Consequences to Non-United States Holders" and (B) in the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the documents (or provisions thereof) or statutes and regulations (or provisions thereof) referred to therein, fairly present the information called for with respect to such documents (or provisions thereof) and statutes and regulations (or provisions thereof) and fairly summarize in all material respects such documents (or provisions thereof) or statutes and regulations (or provisions thereof); (iii) Sprint is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (iv) the Registration Statement, as of its effective date, and the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Closing Date, complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder (in each case other than (A) the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein, (B) the Statement of Eligibility (Form T-1) of the Trustee and (C) the documents and other information incorporated by reference therein, as to which we express no opinion); (v) each of the Purchase Contract Agreement, the Remarketing Agreement, the Pledge Agreement, the Indenture and the Notes (including the guarantees related thereto), when executed and delivered by Sprint and/or Sprint Capital, as applicable, will constitute the valid and binding obligations of Sprint and/or Sprint Capital, as applicable, enforceable against Sprint or Sprint Capital, as applicable, in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity, and solely with respect to the opinion as to enforceability of the Remarketing Agreement, except as indemnification or contribution obligations may be limited under applicable laws and public policy; and (vi) the Corporate Units, when executed and delivered by Sprint and duly authorized in accordance with the terms of the Purchase Contract Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and assuming that the certificates evidencing the Corporate Units have been executed by the Purchase Contract Agent as attorney-in-fact for the holders thereof, will constitute the valid and binding obligations of Sprint enforceable against Sprint in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity, and will conform in all material respects to the description thereof in the Prospectus. In addition, such counsel shall state that although it does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as set forth in paragraph (ii) above), nothing has come to its attention that causes such counsel to believe that (a) the Registration Statement (other than (i) the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein, (ii) the Statement of Eligibility (Form T-1) of the Trustee and (iii) the documents and other information incorporated by reference therein, as to which such counsel expresses no belief), as of its effective date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus (other than (i) the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein and (ii) the documents and other information incorporated by reference therein, as to which such counsel expresses no belief), as of its issue date or, as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriters shall have received on the Closing Date an opinion of Thomas A. Gerke, Vice President, Corporate Secretary and Associate General Counsel of Sprint, dated the Closing Date, to the effect that: (i) Sprint has been duly incorporated in the state of Kansas, is validly existing as a corporation in good standing under the laws of the state of Kansas, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole; (ii) each Material Subsidiary of Sprint has been duly incorporated or otherwise organized, is validly existing as a corporation, limited liability company, or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate, limited liability company, or partnership, as the case may be, power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole; (iii) the authorized equity capitalization of Sprint is as set forth in the Prospectus under the captions "Authorized Capital Stock" and "Capitalization", and the PCS Common Stock conforms in all material respects to the description thereof contained in the Prospectus; (iv) all outstanding shares of PCS Common Stock have been duly authorized and are validly issued, fully paid and non-assessable; (v) The Purchase Contract Shares subject to the Purchase Contracts underlying the Securities have been duly authorized and reserved for issuance by Sprint and, when issued and delivered in accordance with the provisions of the Purchase Contract Agreement, will be validly issued and fully paid and non-assessable; and the issuance of such Purchase Contract Shares is not and will not be subject to preemptive or other rights to subscribe for the Securities pursuant to Sprint's Articles of Incorporation or the Kansas General Corporation Code. (vi) each of the Operative Documents and the guarantees related to the Notes has been duly authorized, executed and delivered by Sprint and/or Sprint Capital, as applicable, and each of Sprint and Sprint Capital has the corporate power to enter into this Agreement and perform its obligations hereunder; (vii) the execution and delivery by Sprint and/or Sprint Capital, as applicable, of, and the performance by Sprint and/or Sprint Capital, as applicable, of their respective obligations under, the Operative Documents (i) will not violate any provision of the articles of incorporation or by-laws of Sprint and/or Sprint Capital (ii) to such counsel's knowledge, will not violate any provision of law applicable to Sprint or any of its subsidiaries, any agreement or other instrument binding upon Sprint or any of its subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Sprint or any subsidiary, except in each case set forth in this clause (ii) for violations that would not reasonably be expected to have a material adverse effect on Sprint and its subsidiaries, taken as a whole, or Sprint and Sprint Capital's ability to perform their respective obligations hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the execution, delivery or performance of this Agreement by Sprint or Sprint Capital, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities; (viii) to such counsel's knowledge, (a) there are no legal or governmental proceedings pending or threatened to which Sprint or any of its subsidiaries is a party or to which any of the properties of Sprint or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described, (b) there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus that are not described as required and (c) there are no contracts or other documents required to be filed as exhibits to the Registration Statement that are not filed as required; (ix) no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, the Federal Communications Commission is necessary or required for the due authorization, execution or delivery by the Company of this Agreement or for the performance by the Company of the transactions contemplated under the Prospectus or this Agreement; and (x) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein and the Statement of Eligibility (Form T-1) of the Trustee, as to which such counsel expresses no opinion), as of its filing date, complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. In addition, such counsel shall state that although he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, nothing has come to his attention that causes such counsel to believe that (a) the Registration Statement (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein and the Statement of Eligibility (Form T-1) of the Trustee, as to which such counsel expresses no belief), as of its effective date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein, as to which such counsel expresses no belief), as of its issue date or, as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Underwriters shall have received on the Closing Date an opinion of Cravath, Swaine & Moore, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Section 5(d)(iii), Section 5(c)(ii) (but only as to the statements in the Prospectus under the caption "Underwriters") and in Section 5(c)(iv) above. With respect to the last paragraph in Section 5(c)(iv) above, King & Spalding and Cravath, Swaine & Moore may state that their belief is based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinions of King & Spalding described in Section 5(c) and of Thomas A. Gerke described in Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, with respect to Sprint and Deloitte & Touche LLP, independent public accountants, with respect to certain subsidiaries of Sprint, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; provided that the letters delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (g) The Representatives and the Company shall have received from counsel for the Purchase Contract Agent and the Collateral Agent ("Bank One, N.A."), such opinion or opinions, dated the Closing Date and addressed to the Representatives and the Company to the effect that: (i) Bank One, N.A. is duly incorporated and is validly existing as a banking corporation with trust powers under the laws of the United States with all necessary power and authority to execute, deliver and perform its obligations under the Purchase Contract Agreement and the Pledge Agreement; (ii) the execution, delivery and performance by Bank One, N.A. of the Purchase Contract Agreement and the Pledge Agreement, and the authentication and delivery of the Securities have been duly authorized by all necessary corporate action on the part of Bank One, N.A. The Purchase Contract Agreement and the Pledge Agreement have been duly executed and delivered by Bank One, N.A., and constitute the legal, valid and binding obligations of Bank One, N.A., enforceable against Bank One, N.A. in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity; (iii) the execution, delivery and performance of the Purchase Contract Agreement Bank One, N.A. and the Pledge Agreement Bank One, N.A. does not conflict with or constitute a breach of the charter or by-laws of the Purchase Contract Agent; and (iv) no consent, approval or authorization of, or registration with or notice to, any New York or federal governmental authority or agency is required for the execution, delivery or performance by Bank One, N.A. of the Purchase Contract Agreement and the Pledge Agreement. (h) As a condition to the obligations of the Company, there shall not have occurred a Tax Event (as defined in the Purchase Contract Agreement). The Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request. The several obligations of the Underwriters to purchase Additional Corporate Units hereunder are subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Corporate Units and other matters related to the issuance of the Additional Corporate Units. 6. Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows: (a) To furnish to each of you without charge, one signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference, and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Registration Statement or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement (other than any document required to be filed pursuant to the Exchange Act) and not to file any such proposed amendment or supplement (other than any document required to be filed pursuant to the Exchange Act) to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (c) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law; provided that, notwithstanding the foregoing, the expense of preparing, filing and furnishing any such amendment or supplement to the Prospectus nine months or more after the first date of the public offering shall be borne by the Underwriters or dealers that are required to deliver the Prospectus, as amended or supplemented. (d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided, however, that the Company will not be required to qualify, register or take other actions with respect to the Securities in any jurisdiction where, in order to do so, the Company would have to qualify to do business as a foreign corporation or to file a general consent to service of process. (e) To make generally available to Sprint's security holders and to you as soon as practicable, and in any event, not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act) an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. 7. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum (which shall not in any case exceed $5,000 without the written consent of the Company), (iii) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (iv) the cost of printing certificates representing the Securities, (v) the costs and charges of any transfer agent, registrar or depositary, (vi) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, without limitation, travel and lodging expenses of the representatives and officers of the Company and the cost of any aircraft owned by the Company or chartered by the Company in connection with the road show (provided that the Underwriters will reimburse the Company for the air travel expenses of the Underwriters on any such aircraft at commercial rates currently in effect) and (vii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled "Indemnity and Contribution", and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. 8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter through you expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter, if it shall be established that a copy of the Prospectus was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 6(a) or Section 6(c). (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve such indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section. In the case of any such separate firm for the Underwriters and such control persons of any Underwriters, such firm shall be designated in writing jointly by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such request sets forth the terms of the proposed settlement and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnitycould have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Securities. The relative fault of the Company and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters' respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Securities they have purchased hereunder, and not joint. (e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities. 9. Termination. This Agreement shall be subject to termination by notice given by you to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Firm Corporate Units on the terms and in the manner contemplated in the Prospectus. 10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Corporate Units set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Corporate Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Corporate Units and the aggregate number of Firm Corporate Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Corporate Units to be purchased, and arrangements satisfactory to you and the Company for the purchase of such Firm Corporate Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Corporate Units and the aggregate number of Additional Corporate Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Corporate Units to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Corporate Units or (ii) purchase not less than the number of Additional Corporate Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, (i) because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, (ii) pursuant to Section 9 or (iii) if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such persons in connection with this Agreement or the offering contemplated hereunder. 11. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 12. Notices. All communications under this Agreement will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or telefaxed to J.P. Morgan Securities Inc., 60 Wall Street, New York, NY 10260 (fax no. (212) 648-5968), attention Legal Department, Merrill Lynch, Pierce, Fenner and Smith Incorporated, 4 World Financial Center, New York, NY 10080 (fax no. (212) 738-0802), attention Mitch Theiss, and UBS Warburg LLC, 299 Park Avenue, New York, NY 10171 (fax no. (212) 821-3285), attention Legal Department or if sent to the Company, will be mailed, delivered or telefaxed to Sprint Corporation, 2330 Shawnee Mission Parkway, Westwood, KS 66205, U.S.A., attention Corporate Secretary (fax no. (913) 624-2256), and if faxed, any such notice shall be confirmed in writing, with a copy to King & Spalding, 1185 Avenue of the Americas, New York, NY 10036, attention Mary A. Bernard, Esq. (fax no. (212) 556-2222). 13. Governing Law; Dispute Resolution. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law). (b) The Company irrevocably consents and agrees that any legal action, suit or proceeding by the Underwriters or any person controlling any of the Underwriters (a "Specified Party") with respect to their rights, obligations or liabilities under or arising out of or in connection with this Agreement shall be brought by such party only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the Borough of Manhattan, New York City, and the Company hereby irrevocably waives any claim that such proceeding has been brought in an inconvenient forum and irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, with respect to any such action, suit or proceeding (including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is implied), it being understood that this provision inures to the benefit only of Specified Parties and no third parties. The Underwriters and the Company hereto irrevocably and unconditionally waive any right that they may have to a jury trial in any legal action, suit or proceeding with respect to, or arising out of or in connection with this Agreement. The Company further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, with copies to counsel as specified under Section 12, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of the Underwriters or any person controlling the Underwriters to serve process in any other manner permitted by applicable law. The Company and the Underwriters expressly acknowledge that the foregoing waivers are intended to be irrevocable under the laws of the State of New York and of the United States of America. 14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. Very truly yours, Sprint Corporation By:____________________________ Name: Title: Sprint Capital Corporation By:____________________________ Name: Title: Accepted as of the date hereof J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Warburg LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto. By: J.P. Morgan Securities Inc. By:____________________________ Name: Title: By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: ---------------------------- Name: Title: By: UBS Warburg LLC By:____________________________ Name: Title: By:____________________________ Name: Title: SCHEDULE I Number of Firm Number of Additional Equity Units to be Sold Equity Units to be Sold - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE II Number of Firm Corporate Units Underwriter To Be Purchased - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EX-1.2 4 dex12.txt FORM OF UNDERWRITING AGREEMENT FOR PCS COMMON EXHIBIT 1.2 Underwriting Agreement Sprint Corporation 70,000,000 Shares of PCS Common Stock, Series 1, $1.00 par value per share August 7, 2001 New York, New York August 7, 2001 JP Morgan 60 Wall Street New York, NY 10260 Merrill Lynch & Co. 4 World Financial Center New York, NY 10080 UBS Warburg LLC 299 Park Avenue New York, NY 10171 As Representatives of the several Underwriters named in Schedule II hereto, Dear Sirs and Mesdames: Sprint Corporation, a Kansas corporation (the "Company"), proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, an aggregate of 20,434,782 shares (the "Company Shares") of its PCS Common Stock, Series 1, $1.00 par value per share (the "PCS Common Stock") and NAB Nordamerika Beteiligungs Holding GmbH (the "Selling Stockholder"), proposes to sell to the Underwriters, for whom you are acting as Representatives, an aggregate of 49,565,218 shares of PCS Common Stock (the "Selling Stockholder Shares"; the Company Shares and the Selling Stockholder Shares collectively referred to as the "Firm Shares") to be issued by the Company to the Selling Stockholder upon conversion of shares of PCS Common Stock, Series 3, $1.00 par value per share (the "Series 3 PCS Shares") of the Company and with respect to shares of Class A Common Stock, $0.50 par value per share, of the Company (the "Class A Common Shares") held by the Selling Stockholder (such Series 3 PCS Shares and Class A Common Shares held by the Selling Stockholder being referred to as the "Conversion Shares"), each of the Company and the Selling Stockholder selling the amount set forth opposite its name in Schedule I hereto. The Company and the Selling Stockholder also propose to sell to the several Underwriters not more than an additional 3,065,217 and 7,434,782shares, respectively, of PCS Common Stock (the "Additional Shares") if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of PCS Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Shares". The shares of PCS Common Stock of the Company, together with all other classes and series of common stock of the Company, are hereinafter referred to as the "Common Stock". The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Shares (Commission file no. 333-65402). The registration statement as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement"; the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Offering of the Shares, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Securities Act, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the effective date of the Registration Statement or the issue date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. 1. Representations and Warranties of the Company. The Company represents and warrants to and agrees with the Underwriters and the Selling Stockholder that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement and any amendments thereto, as of their respective effective dates, did not contain or, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and any of the amendments thereto, as of their respective effective dates, and the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Closing Date (as defined in Section 5 hereof), complied or will comply in all material respects with the Trust Indenture Act of 1939, the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Closing Date does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (i) statements or omissions in the Registration Statement or the Prospectus or any amendment or supplement thereto based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein or relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use therein or (ii) those exhibits to the Registration Statement that constitute the Statement of Eligibility (Form T-1) of the Trustee. (c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (d) Each subsidiary of the Company that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission, substituting five percent for ten percent in the conditions specified therein and substituting "proportionate share of the total net revenue (after intercompany eliminations)" for "equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle" and "such revenue" for "such income" in clause (3) of such definition (each a "Material Subsidiary"), has been duly incorporated or otherwise organized, is validly existing as a corporation, limited liability company, or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate, limited liability company, or partnership, as the case may be, power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise set forth or incorporated by reference in the Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. (e) This Agreement has been duly authorized, executed and delivered by the Company, and the Company has, and on the Closing Date will have, the corporate power to enter into this Agreement and perform its obligations hereunder. (f) The authorized equity capitalization of the Company is as set forth in the Prospectus under the captions "Authorized Capital Stock" and "Capitalization", and the Shares conform in all material respects to the description thereof contained in the Prospectus. (g) All outstanding shares of Common Stock, including the Conversion Shares, have been duly authorized and are validly issued, fully paid and non-assessable. (h) The Company Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or other rights to subscribe for the Shares pursuant to the Company's Articles of Incorporation or the Kansas General Corporation Code. (i) The Selling Stockholder Shares have been duly authorized and, when issued upon conversion of the Conversion Shares and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or other rights to subscribe for the Shares pursuant to the Company's Articles of Incorporation or the Kansas General Corporation Code. (j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement (i) will not violate any provision of the articles of incorporation or by-laws of the Company and (ii) will not violate any provision of law applicable to the Company or any of its subsidiaries, any agreement or other instrument binding upon the Company or any of its subsidiaries or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in each case set forth in this clause (ii) for violations that would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or the Company's ability to perform its obligations hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the execution, delivery or performance of this Agreement by the Company, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus. (l) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus that are not described as required. There are no contracts or other documents required to be filed as exhibits to the Registration Statement that are not filed as required. (m) The Prospectus, and any supplement thereto, filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. (n) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (o) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses material to the Company and its subsidiaries, taken as a whole, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, could reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. (p) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except, in the case of all matters set forth in clauses (i), (ii) and (iii), as set forth in the Prospectus and except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals could not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. (q) There are no costs or liabilities known to the Company associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which could reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. (r) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to register any securities pursuant to the Registration Statement, except such rights as have been both (i) referred to or incorporated by reference in the Prospectus and (ii) waived or satisfied. (s) Ernst & Young LLP and Deloitte & Touche LLP, whose reports on the consolidated financial statements of the Company and its subsidiaries are filed with the Commission as part of the Registration Statement and Prospectus, are each independent public accountants with respect to the Company as required by the Securities Act. (t) The audited and unaudited financial statements and schedules included in the Registration Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods specified; such financial statements and schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. (u) The Company, after giving effect to the offering and sale of the Shares and the application of the proceeds from the shares that it sells as described in the Prospectus, will not direct an aggregate of 10% or more of the net proceeds of the offering of the Shares to National Association of Securities Dealers, Inc. members participating in the distribution of the Shares. (v) As of the date hereof, the Company does not believe that it is, or has been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), during the five-year period ending on the date hereof, although it has not determined or established whether it will be a United States real property holding corporation in the future. 2. Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement, the Letter to the Transfer Agent (as defined below) and the power of attorney appointing certain individuals as the Selling Stockholder's attorneys in fact to execute and deliver this Agreement and the documents and certificates contemplated hereby (the "Power of Attorney") will not violate (i) any provision of the certificate of incorporation or by-laws (or equivalent constituent documents) of the Selling Stockholder, or (ii) except in each case for violations that would not materially and adversely affect the consummation by the Selling Stockholder of the transactions contemplated by this Agreement, any provision of law applicable to the Selling Stockholder, any agreement or other instrument binding upon such Selling Stockholder or any property of such Selling Stockholder or to which the Selling Stockholder is a party or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the execution, delivery or performance of this Agreement, the Letter to the Transfer Agent and the Power of Attorney by the Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Stockholder has, and on the Closing Date will have, the corporate power to enter into this Agreement, the Letter to the Transfer Agent and the Power of Attorney, to sell, transfer and deliver the Shares to be sold by the Selling Stockholder and perform its obligations under this Agreement, the Letter to the Transfer Agent or the Power of Attorney. (d) The Selling Stockholder has delivered a letter to UMB Bank, n.a., (the "transfer agent"), substantially in the form attached as Exhibit A hereto (the "Letter to the Transfer Agent"), and the Selling Stockholder has received the transfer agent's signed acknowledgment of such letter and has not received any notice that the transfer agent does not intend to comply with the instructions therein. (e) The Selling Stockholder will be, as of the Closing Date, the record owner of the Shares to be sold by the Selling Stockholder and is not aware of any "adverse claims" (within the meaning of Section 8-105 of the Uniform Commercial Code as adopted by the State of New York (the "UCC") that may be asserted against the Selling Stockholder with respect to such Shares. (f) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain and, at the Closing Date, the Prospectus as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph apply only to statements or omissions in the Registration Statement or Prospectus based upon information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use therein. (g) The sale of the Selling Stockholder Shares pursuant to this Agreement is not prompted by any material, non-public information in the Selling Stockholder's possession concerning the Company that would cause such sale to constitute a violation by the Selling Stockholder of Rule 10b-5 promulgated under the Exchange Act. (h) The Selling Stockholder has not taken, and will not take, directly or indirectly, any action designed to, or which might reasonably be expected to, cause or result in any stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares pursuant to the distribution contemplated by this Agreement and, other than as permitted by the Securities Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. 3. Agreements to Sell and Purchase. Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each of the Company and the Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder at $23.8875 a share (the "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule II hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company and the Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, from each of the Company and the Selling Stockholder, 3,065,217 and 7,434,782 Additional Shares, respectively, at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify each of the Company and the Selling Stockholder in writing at least three business days in advance of the Option Closing Date and not later than 30 days after the date of this Agreement, which notice shall be irrevocable and shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from each of the Company and the Selling Stockholder, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder, severally and not jointly, hereby agrees that, without the prior written consent of any two of J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any series of PCS Common Stock or any securities convertible into or exercisable or exchangeable for shares of any series of PCS Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of PCS Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of PCS Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any transaction pursuant to any employee or director benefit plan in effect on the date of the Prospectus or the registration of any such transaction, (C) issuances of PCS Common Stock upon conversion of outstanding shares of Preferred Stock -- Seventh Series, Convertible, or upon exercise of outstanding warrants to purchase PCS Common Stock, (D) issuances of PCS Common Stock pursuant to the Company rights plan in effect on the date of the Prospectus, (E) issuances of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with acquisitions, or mergers or in connection with strategic or other significant investments; provided that in each case set forth in this clause (E) the recipient of such PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock agrees to be bound for any remaining portion of such 90 day period on the above terms (except that recipients of PCS Common Stock or securities convertible into or exchangeable for PCS Common Stock in connection with the acquisition by the Company of a company whose shares are publicly traded need not so agree), (F) registrations of PCS Common Stock for, or issuances of PCS Common Stock to, Comcast Corporation, Cox Communications, Inc. and Liberty PCS Trust or any affiliate upon any exercise of their equity purchase rights or registration rights, (G) issuances, or registrations, of shares of PCS Common Stock which are issuable to France Telecom ("FT"), Deutsche Telekom AG or any affiliate ("DT") or third parties in respect of the shares of the Company's Class A Common Stock and PCS Common Stock, Series 3 held by FT and DT as of the date of this Agreement, (H) the issuance of equity units, corporate units, purchase contracts or purchase contract shares (as defined in the Prospectus) in the offering being conducted concurrently with this offering, (I) treasury units or corporate units (as defined in the Prospectus) to be created or recreated upon substitution of pledged securities or (J) transfers by the Selling Stockholder of PCS Common Stock to one or a limited number of special purpose vehicles or other financial intermediaries or financial institutions pursuant to Section 5(a)(ii)(B) of the Offering Process Agreement among FT, DT, the Selling Stockholder and Sprint, dated as of February 20, 2001, provided any such entity agrees to be bound for any remaining portion of such 90 day period on the above terms. 4. Terms of Public Offering. The Company and the Selling Stockholder are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as set forth in the Prospectus. The Company and the Selling Stockholder are further advised by you that the Shares are to be offered to the public initially at $24.50 per Share (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $0.37 per Share under the Public Offering Price. 5. Payment and Delivery. Payment for the Firm Shares shall be made to the Company and the Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on August 10, 2001, or at such other time on the same or such other date, not more than five business days later, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Shares shall be made to the Company and the Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than September , 2001, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Selling Stockholder Shares and the Additional Shares of the Selling Stockholder shall be as contemplated in the Letter to the Transfer Agent. The certificates evidencing the Selling Stockholder Shares and the Additional Shares of the Selling Stockholder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. 6. Conditions to the Obligations of the Underwriters, the Company and the Selling Stockholder. The several obligations of the Company and the Selling Stockholder to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have been declared effective by the Commission prior to the Closing Date and that no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission at the Closing Date. The obligation of the Selling Stockholder to sell the Shares to the Underwriters shall also be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Closing Date, the accuracy of the statements by the Company made in any certificates delivered to the Selling Stockholder pursuant to the provisions hereof and to the conditions set forth in Sections 6(b), (c), (d), (g), (i), (j) and (k) below. The several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholder contained herein as of the Closing Date, the accuracy of the statements by the Company and the Selling Stockholder made in any certificates pursuant to the provisions hereof, the performance by the Company and the Selling Stockholder of their respective obligations hereunder and to the following additional conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. (b) The Underwriters and the Selling Stockholder shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as if made on the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters and the Selling Stockholder shall have received on the Closing Date an opinion of King & Spalding, outside counsel for the Company, dated the Closing Date, to the effect that: (i) the Registration Statement has become effective under the Act, any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b), and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened; (ii) the statements (A) in the Prospectus under the captions "Description of Agreements with the Selling Stockholder", "Certain Federal Income Tax Consequences" and "Certain U.S. Federal Income Tax Consequences to Non-United States Holders" and (B) in the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the documents (or provisions thereof) or statutes and regulations (or provisions thereof) referred to therein, fairly present the information called for with respect to such documents (or provisions thereof) and statutes and regulations (or provisions thereof) and fairly summarize in all material respects such documents (or provisions thereof) or statutes and regulations (or provisions thereof); (iii) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; and (iv) the Registration Statement, as of its effective date, and the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Closing Date, complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder (in each case other than (A) the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein, (B) the Statement of Eligibility (Form T-1) of the Trustee and (C) the documents and other information incorporated by reference therein, as to which we express no opinion). In addition, such counsel shall state that although it does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as set forth in paragraph (ii) above), nothing has come to its attention that causes such counsel to believe that (a) the Registration Statement (other than (i) the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein, (ii) the Statement of Eligibility (Form T-1) of the Trustee and (iii) the documents and other information incorporated by reference therein, as to which such counsel expresses no belief), as of its effective date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus (other than (i) the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein and (ii) the documents and other information incorporated by reference therein, as to which such counsel expresses no belief), as of its issue date or, as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriters and the Selling Stockholder shall have received on the Closing Date an opinion of Thomas A. Gerke, Vice President, Corporate Secretary and Associate General Counsel of the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated in the state of Kansas, is validly existing as a corporation in good standing under the laws of the state of Kansas, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) each Material Subsidiary of the Company has been duly incorporated or otherwise organized, is validly existing as a corporation, limited liability company, or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate, limited liability company, or partnership, as the case may be, power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) the authorized equity capitalization of the Company is as set forth in the Prospectus under the captions "Authorized Capital Stock" and "Capitalization", and the PCS Common Stock conforms in all material respects to the description thereof contained in the Prospectus; (iv) all outstanding shares of Common Stock, including the Conversion Shares, have been duly authorized and are validly issued, fully paid and non-assessable; (v) the Company Shares and the Selling Stockholder Shares have been duly authorized, and when issued and delivered in accordance with the terms of this Agreement, and with respect to the Selling Stockholder Shares, when issued upon conversion of the Conversion Shares, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or other rights to subscribe for the Shares pursuant to Sprint's Articles of Incorporation or the Kansas General Corporation Code; (vi) this Agreement has been duly authorized, executed and delivered by the Company and the Company has the corporate power to enter into this Agreement and perform its obligations hereunder; (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement (i) will not violate any provision of the articles of incorporation or by-laws of the Company and (ii) to such counsel's knowledge, will not violate any provision of law applicable to the Company or any of its subsidiaries, any agreement or other instrument binding upon the Company or any of its subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in each case set forth in this clause (ii) for violations that would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or the Company's ability to perform its obligations hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the execution, delivery or performance of this Agreement by the Company, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares; (viii) to such counsel's knowledge, (a) there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described, (b) there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus that are not described as required and (c) there are no contracts or other documents required to be filed as exhibits to the Registration Statement that are not filed as required; (ix) no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, the Federal Communications Commission is necessary or required for the due authorization, execution or delivery by the Company of this Agreement or for the performance by the Company of the transactions contemplated under the Prospectus or this Agreement; and (x) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein and the Statement of Eligibility (Form T-1) of the Trustee, as to which such counsel expresses no opinion), as of its filing date, complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. In addition, such counsel shall state that although he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, nothing has come to his attention that causes such counsel to believe that (a) the Registration Statement (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein and the Statement of Eligibility (Form T-1) of the Trustee, as to which such counsel expresses no belief), as of its effective date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein, as to which such counsel expresses no belief), as of its issue date or, as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Underwriters shall have received on the Closing Date an opinion of Cleary, Gottlieb, Steen & Hamilton, special United States counsel for Deutsche Telekom AG and the Selling Stockholder, and an opinion of Dr. Manfred Balz, L.L.M., General Counsel of Deutsche Telekom AG, both dated the Closing Date, in the form attached hereto as Exhibits B-1 and C. The Company shall have received on the Closing Date an opinion of Cleary, Gottlieb, Steen & Hamilton in the form attached hereto as Exhibit B-2. (f) The Underwriters shall have received on the Closing Date an opinion of Cravath, Swaine & Moore, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Section 6(d)(iii), Section 6(c)(ii) (but only as to the statements in the Prospectus under the caption "Underwriters") and in Section 6(c)(iv) above. With respect to the last paragraph in Section 6(c)(iv) above, King & Spalding and Cravath, Swaine & Moore may state that their belief is based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, Cleary, Gottlieb, Steen & Hamilton may rely, as to factual matters, to the extent they deem appropriate, upon the representations of the Selling Stockholder contained herein and in other documents and instruments. The opinions of King & Spalding described in Section 6(c), Thomas A. Gerke described in Section 6(d) and Cleary, Gottlieb, Steen & Hamilton described in Section 6(e) shall be rendered to the Underwriters and, as applicable, the Selling Stockholder or the Company at the request of the Company or the Selling Stockholder, as the case may be, and shall so state therein. (g) The Underwriters and the Selling Stockholder shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters and the Selling Stockholder, from Ernst & Young LLP, independent public accountants, with respect to the Company and Deloitte & Touche LLP, independent public accountants, with respect to certain subsidiaries of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; provided that the letters delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (h) The Company and the Underwriters shall have received an officer's certificate, substantially in the form of Exhibits D-1 and D-2 and hereto of Deutsche Telekom AG and the Selling Stockholder, respectively. (i) The Underwriters and the Selling Stockholder shall have received a certificate, substantially in the form attached as Exhibit E hereto, of the Company relating to the ownership interests of the Selling Stockholder in the Company under section 897(c)(2) of the Code, as of the Closing Date. (j) The Company and the Selling Stockholder shall have received a certificate, substantially in the form attached as Exhibit F hereto, of the Underwriters relating to certain selling procedures, provided that this condition shall not be a condition to the several obligations of the Underwriters. (k) The Company shall have furnished to the Underwriters and the Selling Stockholder such further information, certificates and documents as the Underwriters and the Selling Stockholder may reasonably request. The obligations of the Company to perform the actions required of the Company under this Agreement on or before the Closing Date shall be subject to (i) the receipt by the Company of the documents referred to in paragraphs (h), (j) and (k) of this Section 6 and (ii) the delivery by the Selling Stockholder to the transfer agent of the stock certificates representing the Conversion Shares to be converted into Selling Stockholder Shares and sold in the offering (excluding certificates for the Class A Common Shares) together with completed stock powers substantially in the form attached as an exhibit to the Letter to the Transfer Agent. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares and other matters related to the issuance of the Additional Shares. 7. Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter and (with respect to Section 7(b) and Section 7(f) only) each Selling Stockholder as follows: (a) To furnish to each of you without charge, one signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference, and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Registration Statement or the Prospectus, to furnish to you and the Selling Stockholder a copy of each such proposed amendment or supplement (other than any document required to be filed pursuant to the Exchange Act) and not to file any such proposed amendment or supplement (other than any document required to be filed pursuant to the Exchange Act) to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (c) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, the Selling Stockholder and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law; provided that, notwithstanding the foregoing, the expense of preparing, filing and furnishing any such amendment or supplement to the Prospectus nine months or more after the first date of the public offering shall be borne by the Underwriters or dealers that are required to deliver the Prospectus, as amended or supplemented. (d) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided, however, that the Company will not be required to qualify, register or take other actions with respect to the Shares in any jurisdiction where, in order to do so, the Company would have to qualify to do business as a foreign corporation or to file a general consent to service of process. (e) To make generally available to the Company's security holders and to you as soon as practicable, and in any event, not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act) an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (f) That upon the Selling Stockholder's and the Company's receipt of the certificate of the Underwriters described in Section 6(j) of this Agreement, the Selling Stockholder shall be deemed to be in compliance with Section 2.4(a) of the Amended and Restated Stockholders' Agreement among FT, DT and the Company, dated as of November 23, 1998, as amended by the Master Transfer Agreement between and among FT, DT, the Selling Stockholder, Atlas Telecommunications, S.A., the Company, Sprint Global Venture, Inc. and the JV Entities set forth on Schedule II thereto, dated as of January 21, 2000, with respect to the Shares offered and sold under the terms of this Agreement. 8. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum (which shall not in any case exceed $5,000 without the written consent of the Company), (iii) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the National Association of Securities Dealers, Inc., (iv) the cost of printing certificates representing the Shares, (v) the costs and charges of any transfer agent, registrar or depositary, (vi) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, travel and lodging expenses of the representatives and officers of the Company and the cost of any aircraft owned by the Company or chartered by the Company in connection with the road show (provided that the Underwriters will reimburse the Company for the air travel expenses of the Underwriters on any such aircraft at commercial rates currently in effect) and (vii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. Notwithstanding the foregoing, it is understood that the Selling Stockholder will pay or cause to be paid (in the form of the difference between the Purchase Price and the Public Offering Price) the underwriting discount with respect to the Selling Stockholder Shares and any Additional Shares sold by the Selling Stockholder, all costs and expenses related to the transfer and delivery of the Selling Stockholder Shares and any Additional Shares sold by the Selling Stockholder to the Underwriters, including any transfer or other taxes payable on the transfer of the Selling Stockholder Shares and any Additional Shares sold by the Selling Stockholder to the Underwriters and all fees and disbursements of their respective legal counsel in connection with the sale of the Selling Stockholder Shares and any Additional Shares sold by the Selling Stockholder pursuant to this Agreement. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution", and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholder may otherwise have for the allocation of such expenses among themselves. 9. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to (i) any Underwriter furnished to the Company in writing by or on behalf of any Underwriter through you expressly for use therein or (ii) the Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if it shall be established that a copy of the Prospectus was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 7(a) or Section 7(c). (b) The Selling Stockholder agrees to indemnify and hold harmless the Company and each Underwriter and each person, if any, who controls the Company or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to the Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto and such indemnification being limited to the amount of net proceeds received from the sale of the Selling Stockholder's Shares by the Underwriters; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if it shall be established that a copy of the Prospectus was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 7(a) or Section 7(c). (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholder, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or the Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto. (d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve such indemnifying party from liability under paragraph (a), (b) or (c) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a), (b) or (c) above. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Stockholder and all persons, if any, who control the Selling Stockholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons of any Underwriters, such firm shall be designated in writing jointly by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Stockholder and such control persons of the Selling Stockholder, such firm shall be designated in writing by the Selling Stockholder. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such request sets forth the terms of the proposed settlement and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (e) To the extent the indemnification provided for in Section 9(a), 9(b) or 9(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 9(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(e)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and/or the Selling Stockholder, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the Selling Stockholder, respectively, and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company, the Selling Stockholder and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Stockholder or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters' respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. (f) The Company, the Selling Stockholder and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (g) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company and the Selling Stockholder contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Selling Stockholder or any person controlling the Selling Stockholder, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares. Notwithstanding the foregoing, the representations and warranties made by the Company to the Selling Stockholder in Section 1 hereof shall terminate and be of no further force or effect (i) upon the termination of this Agreement or (ii) acceptance of any payment for any of the Shares. (h) The indemnity and contribution provisions contained in this Section 9 do not modify or supersede any agreement between the Company and the Selling Stockholder. Notwithstanding Section 2(b) of the Offering Process Agreement, dated as of February 20, 2001 among FT, DT, the Selling Stockholder and the Company, the provisions of Section 1.7 of the Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement:), dated as of November 23, 1998, among FT, DT, the Selling Stockholder and the Company, as amended, shall apply to this Agreement for the benefit of DT and the Selling Stockholder as if the Selling Stockholder were selling the Selling Stockholder Shares and any Additional Shares pursuant to Section 1.2 of the Registration Rights Agreement. 10. Termination. This Agreement shall be subject to termination by notice given by you to the Company and the Selling Stockholder, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 10(a)(i) through 10(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Firm Shares on the terms and in the manner contemplated in the Prospectus. 11. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Company and the Selling Stockholder for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder. In any such case either you, the Company or the Selling Stockholder shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, (i) because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (other than due to the failure by the Selling Stockholder or the Underwriters to satisfy their respective conditions to the obligations of the Company described in the second to last paragraph of Section 6), (ii) pursuant to Section 10 or (iii) if for any reason the Company shall be unable to perform its obligations under this Agreement (other than due to the failure by the Selling Stockholder or the Underwriters to satisfy their respective conditions to the obligations of the Company described in the second to last paragraph of Section 6), the Company will reimburse the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such persons in connection with this Agreement or the offering contemplated hereunder. If this Agreement shall be terminated by the Underwriters, or any of them, (i) because of any failure or refusal on the part of the Selling Stockholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Stockholder shall be unable to perform its obligations under this Agreement, the Selling Stockholder will reimburse the Company and the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such persons in connection with this Agreement or the offering contemplated hereunder. 12. Guarantee of Deutsche Telekom AG. Deutsche Telekom AG agrees to guarantee full payment and complete performance of any and all obligations of its subsidiary, the Selling Stockholder, under this Agreement. 13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 14. Notices. All communications under this Agreement will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or telefaxed to J.P. Morgan Securities Inc., 60 Wall Street, New York, NY 10260 (fax no. (212) 648-5968), attention Legal Department Merrill Lynch, Pierce, Fenner and Smith Incorporated, 4 World Financial Center, New York, NY 10080 (fax no. (212) 738-0802), attention Paul Morris, and UBS Warburg LLC, 299 Park Avenue, New York, NY 10171 (fax no. (212) 821-3285), attention Legal Department or if sent to the Company, will be mailed, delivered or telefaxed to Sprint Corporation, 2330 Shawnee Mission Parkway, Westwood, KS 66205, U.S.A., attention Corporate Secretary (fax no. (913) 624-2256), and if faxed, any such notice shall be confirmed in writing, with a copy to King & Spalding, 1185 Avenue of the Americas, New York, NY 10036, attention Mary A. Bernard, Esq. (fax no. (212) 556-2222)or if sent to Deutsche Telekom AG or the Selling Stockholder, will be mailed, delivered or telefaxed to Friedrich-Ebert-Allee 140, D-53113 Bonn, Germany attention Chief Executive Officer (fax. no. 49-228-181-8970) with a copy to Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, NY, 10006 U.S.A., attention Robert P. Davis, Esq. (fax no. (212) 225-3999). 15. Governing Law; Dispute Resolution. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law). (b) Each of the Company, Deutsche Telekom AG and the Selling Stockholder irrevocably consents and agrees that any legal action, suit or proceeding by the Underwriters or any person controlling any of the Underwriters (a "Specified Party") with respect to their rights, obligations or liabilities under or arising out of or in connection with this Agreement shall be brought by such party only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the Borough of Manhattan, New York City, and each of the Company, Deutsche Telekom and the Selling Stockholder hereby irrevocably waives any claim that such proceeding has been brought in an inconvenient forum and irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, with respect to any such action, suit or proceeding (including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impled), it being understood that this provision inures to the benefit only of Specified Parties and no third parties. Each of the Underwriters, the Company, Deutsche Telekom AG and the Selling Stockholder hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or proceeding with respect to, or arising out of or in connection with this Agreement. Each of Deutsche Telekom AG and the Selling Stockholder hereby irrevocably designates CT Corporation System (in such capacity, the "Process Agent"), with an office at 111 Eighth Avenue, New York, New York 10011, as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent, provided that in the case of any such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to Deutsche Telekom AG and the Selling Stockholder in the manner provided in Section 14. Each of Deutsche Telekom AG and the Selling Stockholder hereby confirm that they have paid in full the fee charged by the Process Agent to act as such for the five year period beginning on the date hereof and each shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that Deutsche Telekom AG and the Selling Stockholder will at all times during such period have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of CT Corporation System. Each of the Company, Deutsche Telekom AG and the Selling Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, with copies to counsel as specified under Section 14, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of the Underwriters or any person controlling the Underwriters to serve process in any other manner permitted by applicable law. Each of the Company, Deutsche Telekom AG, the Underwriters and the Selling Stockholder expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of New York and of the United States of America. 16. Waiver of Immunity. (a) Each of Deutsche Telekom AG and the Selling Stockholder 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, from the jurisdiction of any competent court described in Section 15(b), 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 an 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 or the subject matter hereof or thereof (including any obligation for the payment of money). Each of Deutsche Telekom AG and the Selling Stockholder 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 Deutsche Telekom AG or the Selling Stockholder with respect to this Agreement. 17. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. Very truly yours, Sprint Corporation By:____________________________ Name: Title: Deutsche Telekom AG By:____________________________ Name: Title: NAB Nordamerika Beteiligungs Holding GmbH By:____________________________ Name: Title: Accepted as of the date hereof J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Warburg LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto. By: J.P. Morgan Securities Inc. By:___________________________ Name: Title: By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By:___________________________ Name: Title: By: UBS Warburg LLC By:___________________________ Name: Title: By:___________________________ Name: Title: SCHEDULE I - -------------------------------------------------------------------------------- Number of Number of Firm Additional Shares Seller Shares to be Sold to be Sold ------ ----------------- ---------- - -------------------------------------------------------------------------------- Sprint Corporation - -------------------------------------------------------------------------------- NAB Nordamerika Beteiligungs Holding GmbH - -------------------------------------------------------------------------------- SCHEDULE II - -------------------------------------------------------------------------------- Number of Number of Firm Shares Firm Shares To Be Purchased To Be Purchased from the Selling Underwriter from the Company Stockholder - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXHIBIT A [FORM OF LETTER TO THE TRANSFER AGENT] EXHIBIT B-1 [FORM OF CLEARY, GOTTLIEB, STEEN & HAMILTON U.S. LAW OPINION] EXHIBIT B-2 [FORM OF CLEARY, GOTTLIEB, STEEN & HAMILTON Reliance Letter to the Company] EXHIBIT C [FORM OF DT IN-HOUSE OPINION] EXHIBIT D-1 [FORM OF DEUTSCHE TELEKOM AG OFFICER'S CERTIFICATE] EXHIBIT D-2 [FORM OF THE SELLING STOCKHOLDER OFFICER'S CERTIFICATE] EXHIBIT E [FORM OF TAX CERTIFICATE] AFFIDAVIT PURSUANT TO INTERNAL REVENUE CODE SECTION 1445 AND PURSUANT TO THE REQUIREMENTS OF TREASURY REGULATION SECTION 1.897-2(g), (h)(4) The undersigned, being a duly authorized officer of Sprint Corporation (the "Company"), hereby affirms that, to the best of the undersigned's knowledge and belief: 1. The Company is not and has not been a United States real property holding corporation (as defined in Section 897(c)(2)of the Internal Revenue Code of 1986, as amended (the "Code")) during the five-year period ending on the date hereof. Accordingly, as of the date hereof, the PCS Common Stock of the Company does not constitute a United States real property interest within the meaning of Section 897(c) of the Code; 2. The Company's U.S. employer identification number is ___________. 3. The Company's address is 2330 Shawnee Mission Parkway, Westwood, Kansas 66205. Under penalties of perjury, the undersigned declares that to the best of the undersigned's knowledge and belief, this affidavit is true, correct, and complete, and that the undersigned has the authority to execute this affidavit on behalf of the Company. Date: ________________ __________________________________ Name: Title: EXHIBIT F Offering Procedures Certificate ------------------------------- Reference is made to the Underwriting Agreement (the "Underwriting Agreement") dated as of [ ], 2001, by and among Deutsche Telekom AG, NAB Nordamerika Beteiligungs Holding GmbH, the several underwriters named in Schedule II thereto (the "Underwriters") and Sprint Corporation, a Kansas corporation (the "Company"). Capitalized terms used and not defined in this Certificate shall have the meaning given such terms in the Underwriting Agreement. As Representatives of the Underwriters, we hereby certify that the Underwriters have conducted the offering of Selling Stockholder Shares described in the Underwriting Agreement (the "Offering") with the following restrictions: (i) the Underwriters did not knowingly sell more than [ ] Selling Stockholder Shares to any one person in the Offering without receiving the consent of an authorized representative of the Company, unless such person was a recognized institutional investor; (ii) the Underwriters did not knowingly sell more than [ ] Selling Stockholder Shares to any one person in the Offering without receiving the consent of an authorized representative of the Company; and (iii) the Underwriters did not knowingly sell any Selling Stockholder Shares in the Offering to any one person that had a current Schedule 13D under the Securities Exchange Act of 1934 disclosing beneficial ownership in the Company on file with the Securities and Exchange Commission (the "SEC") as of the close of business on [insert date of the last business day before pricing] (the "Determination Date") without receiving the consent of an authorized representative of the Company. For purposes of this paragraph (iii), the knowledge of the Underwriters was determined solely by checking filings available to the general public on the SEC's EDGAR system as of the close of business on the Determination Date. Acting severally on behalf of themselves and the several Underwriters set forth in Schedule II of the Underwriting Agreement: By: UBS Warburg LLC By: ------------------------ Name: Title: By: ------------------------ Name: Title: Date: ----------------------- EX-4.15 5 dex415.txt FORM OF REMARKETING AGREEMENT Exhibit 4.15 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of August __, 2001 (the "Agreement") by and among Sprint Corporation, a Kansas corporation (the "Company"), Sprint Capital Corporation, a Delaware corporation and a wholly owned subsidiary of the Company ("Sprint Capital"), Bank One, National Association., a ____________, as Purchase Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract Agreement (as defined herein)), and UBS Warburg LLC (the "Remarketing Agent"). WITNESSETH: WHEREAS, the Company will issue $[___] (or $[___] if the Underwriters' overallotment option is exercised in full) aggregate Stated Amount of its Equity Units (the "Equity Units") under the Purchase Contract Agreement, dated as of the date hereof, by and between the Purchase Contract Agent and the Company (the "Purchase Contract Agreement"); and WHEREAS, the Equity Units will initially consist of 40,000,000 (or 46,000,000 if the underwriters' overallotment option is exercised in full) "Corporate Units" (as defined in the Purchase Contract Agreements); and WHEREAS, Sprint Capital will issue concurrently in connection with the issuance of the Equity Units $[___] (or $[___] if the Underwriters' overallotment option is exercised in full) aggregate principal amount of its [__]% Notes due August 17, 2006 (the "Notes"); and WHEREAS, the Notes forming a part of the Corporate Units will be pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as of the date hereof, by and among the Company, Bank One, National Association, as collateral agent (the "Collateral Agent") and the Purchase Contract Agent, to secure the Corporate Units holders' obligations under the related Purchase Contracts on August 17, 2004; and WHEREAS, the Notes of the Note holders electing to have their Notes remarketed and of the Corporate Unit holders will be initially remarketed (the "Initial Remarketing") by a Remarketing Agent on the third Business Day immediately preceding May 17, 2004 (the "Initial Remarketing Date"); and WHEREAS, in the event that the Notes have not been successfully remarketed on the Initial Remarketing Date, at Sprint Capital's or the Company's request, the Remarketing Agent shall use reasonable efforts to remarket from time to time (in any case a "Subsequent Remarketing") prior to the twelfth Business Day preceding August 17, 2004 (any such date, a "Subsequent Remarketing Date"); and WHEREAS, if the Notes have not been successfully remarketed in the Initial Remarketing or a Subsequent Remarketing, the Notes of the Note holders electing to have their Notes remarketed and of the Corporate Unit holders who have elected not to settle the Purchase Contracts related to their Corporate Units by Cash Settlement and who have not elected Early Settlement will be remarketed (the "Final Remarketing") by the Remarketing Agent on the third Business Day immediately preceding August 17, 2004 (the "Final Remarketing Date"); and WHEREAS, in the event of a Successful Remarketing prior to the twelfth Business Day immediately preceding August 17, 2004, the applicable interest rate on the Notes will be reset on the applicable Reset Date to the Reset Rate to be determined by the Reset Agent as the rate that such Notes should bear in order for the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price on the applicable Reset Date, provided that in the determination of such Reset Rate, the Company shall, if applicable, limit the Reset Rate to the maximum rate permitted by applicable law; and WHEREAS, in the event of a Successful Final Remarketing, the applicable interest rate on the Notes will be reset on the Final Remarketing Date to the Reset Rate to be determined by the Reset Agent as the rate that such Notes should bear in order to have an approximate market value of 100.5% of the aggregate principal amount of the Notes on the Final Remarketing Date, provided that in the determination of such Reset Rate, the Company shall, if applicable, limit the Reset Rate to the maximum rate permitted by applicable law; WHEREAS, the Company has requested UBS Warburg LLC to act as Remarketing Agent and Reset Agent and as such to perform the services described herein, and UBS Warburg LLC is willing to act as Remarketing Agent and Reset Agent and as such to perform such duties on the terms and conditions expressly set forth herein; NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows: Section 1. Definitions. ----------- Capitalized terms used and not defined in this Agreement, in the recitals hereto or in the paragraph preceding such recitals shall have the meanings assigned to them in the Purchase Contract Agreement or, if not therein defined, the Pledge Agreement. Section 2. Appointment and Obligations of Remarketing Agent. ------------------------------------------------ (a) The Company hereby appoints UBS Warburg LLC and UBS Warburg LLC hereby as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Indenture and the Notes Terms (in each case as in effect on the date of this Remarketing Agreement) with respect to the Notes, (1) with respect to the Initial Remarketing Date or any Subsequent Remarketing Date, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the Applicable Principal Amount of the Notes to have an approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date or any Subsequent Remarketing Date, and (2) with respect to the Final Remarketing Date, if applicable, the Reset Rate that, in the opinion of the Reset Agent, will, 2 when applied to the Notes, enable each Note to have an approximate market value of 100.5% of its principal amount as of the Final Remarketing Date, provided, in each case, that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding the applicable Reset Effective Date, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law) and (ii) as the exclusive Remarketing Agent (subject to the right of the Remarketing Agent to appoint additional remarketing agents hereunder as described below) to (1) remarket the Notes of the Note holders electing to have their Notes remarketed and of the Corporate Units holders on the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, for settlement on the third Business Day thereafter, and (2) in the event that the Notes have not been successfully remarketed before the Final Remarketing Date, remarket the Notes of the Note holders electing to have their Notes remarketed or of the Corporate Units holders who have not elected Early Settlement of the related Purchase Contracts and have failed to notify the Purchase Contract Agent, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to elect Cash Settlement of the related Purchase Contracts. (b) In connection with the remarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Purchase Contract Agent, which shall be substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the representations, warranties, covenants and other provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that one of the Possible Agents is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request). Anything herein to the contrary notwithstanding, UBS Warburg LLC shall not be obligated to act as Remarketing Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form and substance reasonably satisfactory to UBS Warburg LLC. The Company agrees that UBS Warburg LLC shall have the right, on fifteen Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (c) Pursuant to the Supplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts (i) to remarket on the Initial Remarketing Date the Notes that the Trustee (as defined in the Indenture) shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Note such that the aggregate price for the Applicable Principal Amount of the Notes is approximately 100.5% of the Treasury Portfolio Purchase Price, (ii) in the event the Initial Remarketing was deferred by the Company pursuant to Section 5.5 of the Purchase Contract Agreement or resulted in a Failed Initial Remarketing, to remarket, at the Company's request, from time to time, all of the Notes of Corporate Unit Holders that the Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, a Subsequent Remarketing, at a price per Note such that the aggregate price for the Applicable Principal Amount of the Notes is approximately 100.5% of the Treasury Portfolio Purchase Price and (iii) in the event that the 3 Notes have not been successfully remarketed before the Final Remarketing Date, to remarket on the Final Remarketing Date the Notes that the Trustee shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Final Remarketing, at a price of approximately 100.5% of the aggregate principal amount of such Notes. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Notes for a price less than the price necessary for the Applicable Principal Amount of such Notes to have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial Remarketing or any Subsequent Remarketing, or the aggregate principal amount of such Notes, in the case of the Final Remarketing (in any such case, the "Minimum Remarketing Price") . After deducting the fee specified in Section 3 below, the proceeds of such Initial Remarketing, Subsequent Remarketing or Final Remarketing, as the case may be, shall be paid to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section 5.5 or 5.6 of the Purchase Contract Agreement (each of which Sections are incorporated herein by reference). The right of each holder of Notes or Corporate Units to have Notes tendered for the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts the Initial Remarketing or any Subsequent Remarketing and, in the event that the Notes have not been successfully remarketed before the Final Remarketing Date, a Final Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have not otherwise been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Remarketing Price and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (d) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Notes, whether in the Initial Remarketing, any Subsequent Remarketing, Final Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the remarketed Notes. Neither the Company nor Sprint Capital shall be obligated in any case to provide funds to make payment upon tender of Notes for remarketing. Section 3. Fees. ---- In the event of a Successful Initial Remarketing, Successful Subsequent Remarketing or Successful Final Remarketing, the Remarketing Agent shall retain as a remarketing fee (the "Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the Minimum Remarketing Price from any amount received in connection with such Initial Remarketing or Subsequent Remarketing or Final Remarketing, as the case may be, in excess of the applicable Minimum Remarketing Price. In addition, the Reset Agent shall, in either case, receive from the Company a reasonable and customary fee for its serving as Reset Agent (the "Reset Agent Fee"), provided, however, that if the Remarketing Agent shall also act as the Reset Agent, then the Reset Agent shall not be entitled to receive any such Reset Agent Fee. Payment of such Reset Agent Fee shall be made by the Company on the date of any Successful Remarketing, in immediately available funds or, upon the instructions of the Reset Agent, by certified or official bank check or checks or by wire transfer. 4 Section 4. Replacement and Resignation of Remarketing Agent. ------------------------------------------------ (a) The Company and Sprint Capital may in their absolute discretion replace the Remarketing Agent and/or the Reset Agent appointed pursuant to Section 1 as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be, provided, in either case, that the Company must replace the UBS Warburg LLC both as Remarketing Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such replacement shall become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing such notice, the Company and Sprint Capital shall use all reasonable efforts to appoint such a successor and to enter into a remarketing agreement with such successor as soon as reasonably practicable. (b) UBS Warburg LLC may resign at any time and be discharged from its duties and obligations hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice prior to 3:00 p.m., New York City time on the eleventh Business Day immediately prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as the case may be. Any such resignation shall be conditioned upon and become effective upon the Company's and Sprint Capital's appointment of a successor to perform the services that would otherwise be performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent that it wishes to resign hereunder, the Company and Sprint Capital shall appoint such a successor and enter into a remarketing agreement with it as soon as reasonably practicable. (c) The Company and Sprint Capital shall give the Purchase Contract Agent, the Trustee and the Collateral Agent prompt written notice of the appointment of any successor Remarketing Agent and Reset Agent. Section 5. Dealing in the Securities. ------------------------- Each of the Remarketing Agent and the Reset Agent, when acting hereunder or, in the case of the Remarketing Agent, under the Supplemental Remarketing Agreement, or when acting in its individual or any other capacity, may, to the extent permitted by law, buy, sell, hold or deal in any of the Notes, Treasury Units, Corporate Units or any other securities of the Company or Sprint Capital. With respect to any Notes, Treasury Units, Corporate Units or any other securities of the Company or Sprint Capital owned by it, each of the Remarketing Agent and the Reset Agent may exercise any vote or join in any action with like effect as if it did not act in any capacity hereunder. Each of the Remarketing Agent and the Reset Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Company or Sprint Capital as freely as if it did not act in any capacity hereunder. 5 Section 6. Registration Statement and Prospectus. ------------------------------------- In connection with the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, if and to the extent required in the view of counsel (which need not be an opinion) for either the Remarketing Agent or the Company by applicable law, regulations or interpretations in effect at the time of the Initial Remarketing, Subsequent Remarketing or the Final Remarketing, as the case may be, the Company (i) shall use commercially reasonable best efforts to have a registration statement relating to the Notes effective under the Securities Act of 1933, as amended (the "Securities Act") prior to the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as applicable, (ii) if requested by the Remarketing Agent shall furnish a current preliminary prospectus and, if applicable, a current preliminary prospectus supplement to be used by the Remarketing Agent in the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, not later than seven Business Days prior to the date of such remarketing (or such earlier date as the Remarketing Agent may reasonably request) and in such quantities as the Remarketing Agent may reasonably request, and (iii) shall furnish a current final prospectus and, if applicable, a final prospectus supplement to be used by the Remarketing Agent in the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, not later than the third Business Day immediately preceding the date of such remarketing in such quantities as the Remarketing Agent may reasonably request, and shall pay all expenses relating thereto (any such registration statement referred to in this Section 6 being referred to herein as a "Registration Statement") and any prospectus referred to in this Section 6 being referred to as a "Prospectus"). The Company shall also take all such actions as may (upon advice of counsel to the Company or the Remarketing Agent) be necessary or desirable under state securities or blue sky laws in connection with the Initial Remarketing, any Subsequent Remarketing and the Final Remarketing. Section 7. Conditions to the Remarketing Agent's Obligations. ------------------------------------------------- (a) The obligations of the Remarketing Agent and the Reset Agent under this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement, shall be subject to the terms and conditions of this Agreement and the Supplemental Remarketing Agreement, including, without limitation, the following conditions: (i) the Notes tendered for, or otherwise to be included in the Initial Remarketing, any Subsequent Remarketing or Final Remarketing, as the case may be, shall not have been called for redemption, (ii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price not less than the applicable Minimum Remarketing Price, (iii) the Purchase Contract Agent, the Collateral Agent, the Company and the Trustee shall have performed their respective obligations in connection with the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, in each case pursuant to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and the Supplemental Remarketing Agreement (including, without limitation, giving the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the applicable Remarketing Date, in the case of the Initial Remarketing or any Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate principal amount of Notes to be remarketed, no later than 10:00 a.m., New York City time, on the fourth Business Day prior to the Purchase Contract Settlement 6 Date, in the case of the Final Remarketing, and, in each case, concurrently delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in the Indenture) shall have occurred and be continuing, (v) the accuracy of the representations and warranties of the Company and Sprint Capital, as the case may be, included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to this Agreement and provisions specifically incorporated by reference in the Supplemental Remarketing Agreement, (vi) the performance by the Company and Sprint Capital, as the case may be, of their respective covenants and other obligations included in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction of the other conditions set forth in this Agreement and those specifically incorporated by reference in the Supplemental Remarketing Agreement. (b) If at any time during the term of this Agreement, any Event of Default or event that with the passage of time or the giving of notice or both would become an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agent and the Reset Agent under this Agreement and the Supplemental Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly give the Remarketing Agent written notice of all such defaults and events of which the Company is aware. Section 8. Termination of Remarketing Agreement. This Agreement ------------------------------------ shall terminate as to any Remarketing Agent or Reset Agent which is replaced on the effective date of its replacement pursuant to Section 4(a) hereof or pursuant to Section 4(b) hereof. Notwithstanding any such termination, the obligations set forth in Section 3 hereof shall survive and remain in full force and effect until all amounts payable under said Section 3 shall have been paid in full. In addition, each former Remarketing Agent and Reset Agent shall be entitled to the rights and benefits under Section 10 of this Agreement notwithstanding the replacement or resignation of such Remarketing Agent or Reset Agent. Section 9. Remarketing Agent's Performance; Duty of Care. The duties --------------------------------------------- and obligations of the Remarketing Agent and the Reset Agent shall be determined solely by the express provisions of this Agreement and, in the case of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Reset Agent shall be read into this Agreement or the Supplemental Remarketing Agreement. In the absence of bad faith on the part of the Remarketing Agent or the Reset Agent, as the case may be, the Remarketing Agent and the Reset Agent each may conclusively rely upon any document furnished to it which purports to conform to the requirements of this Agreement or the Supplemental Remarketing Agreement, as the case may be, as to the truth of the statements expressed therein. Each of the Remarketing Agent and the Reset Agent shall be protected in acting upon any document or communication reasonably believed by it to be signed, presented or made by the proper party or parties. Neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and they shall rely solely upon written notice from the Company pursuant to Section ___ as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. Neither the Remarketing Agent nor 7 the Reset Agent shall incur any liability under this Agreement or the Supplemental Remarketing Agreement to any beneficial owner or holder of Notes, or other securities, either in its individual capacity or as Remarketing Agent or Reset Agent, as the case may be, for any action or failure to act in connection with the Remarketing or otherwise in connection with the transactions contemplated by this Agreement or the Supplemental Remarketing Agreement. The provisions of this Section 9 shall survive any termination of this Agreement and shall also continue to apply to every Remarketing Agent and Reset Agent notwithstanding their resignation or removal. Section 10. Indemnity and Contribution. --------------------------- (a) The Company agrees to indemnify and hold harmless the Remarketing Agent, the Reset Agent and each person, if any, who controls the Remarketing Agent or the Reset Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof, any preliminary prospectus or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Remarketing Agent or the Reset Agent furnished to the Company in writing by or on behalf of the Remarketing Agent or the Reset Agent through the Remarketing Agent or the Reset Agent expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Remarketing Agent or the Reset Agent if the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling the Remarketing Agent or the Reset Agent, as applicable, if it shall be established that a copy of any Prospectus was not sent or given by or on behalf of the Remarketing Agent or the Reset Agent, as applicable, to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Notes to such person, and if such Prospectus would have cured the defect giving rise to such losses, claims, damages or liabilities. (b) Each of the Remarketing Agent and the Reset Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign any Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof, any preliminary prospectus or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to the 8 Remarketing Agent or the Reset Agent, as applicable, furnished to the Company in writing by or on behalf of the Remarketing Agent or the Reset Agent, as applicable, expressly for use in any Registration Statement, any preliminary prospectus, any Prospectus or any amendments or supplements thereto. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 10(a) or 10(b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve such indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Remarketing Agent and the Reset Agent and all persons, if any, who control the Remarketing Agent or the Reset Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section. In the case of any such separate firm for the Remarketing Agent and the Reset Agent and such control persons of the Remarketing Agent and the Reset Agent, such firm shall be designated in writing jointly by the Remarketing Agent and the Reset Agent. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such request sets forth the terms of the proposed settlement and (iii) such indemnifying party 9 shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent the indemnification provided for in Section 10(a) or 10(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Notes or (ii) if the allocation provided by clause 10(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 10(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Remarketing Agent and the Reset Agent, on the other hand, in connection with the offering of the Notes shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Company and the total fees received by the Remarketing Agent and the Reset Agent, bear to the aggregate sales price of the remarketed Notes. The relative fault of the Company and the Remarketing Agent and the Reset Agent shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Remarketing Agent and the Reset Agent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company, the Remarketing Agent and the Reset Agent agree that it would not be just or equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Remarketing Agent and the Reset Agent were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 10(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 10, the Remarketing Agent and the Reset Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes remarketed by it and distributed to the public were offered to the public exceeds the amount of any damages that the Remarketing Agent and the Reset Agent have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The 10 remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 10 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Remarketing Agent or the Reset Agent or any person controlling the Remarketing Agent or the Reset Agent, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Notes. Section 11. Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Section 12. Term of Agreement. ----------------- (a) Unless otherwise terminated in accordance with the provisions hereof and except as otherwise provided herein, this Agreement shall remain in full force and effect from the date hereof until the first day thereafter on which no Notes are outstanding, or, if earlier, the Business Day immediately following a Successful Initial Remarketing or any Successful Subsequent Remarketing, or the Business Day immediately following the Purchase Contract Settlement Date, in the case of a Successful Final Remarketing. Anything herein to the contrary notwithstanding, the provisions of the last sentence of Section 8 hereof and the provisions of Sections 3, 9, 10 and 12(b) hereof shall survive any termination of this Agreement and remain in full force and effect. (b) All representations and warranties included in this Agreement, or the Supplemental Remarketing Agreement, or contained in certificates of officers of the Company submitted pursuant hereto or thereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agent, the Reset Agent or any of their controlling persons, or by or on behalf of the Company or the Purchase Contract Agent, and shall survive the remarketing of the Notes. Section 13. Successors and Assigns. The rights and obligations of the ---------------------- Company and the Purchase Contract Agent (both in its capacity as Purchase Contract Agent and as attorney-in-fact) hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent and the Reset Agent; provided, however, that the Company may assign this Agreement and its rights and obligations hereunder pursuant to Section 11.1 of the Purchase Contract Agreement. The rights and obligations of the Remarketing Agent and the Reset Agent hereunder may not be assigned or delegated to any other person without the prior written consent of the Company, except that the Remarketing Agent shall have the right to appoint additional remarketing agents as provided herein. This Agreement shall inure to the benefit of and be binding upon the Company, the Purchase Contract Agent, the Remarketing Agent and the Reset Agent and their respective successors and assigns and the other indemnified parties (as defined in Section 10 hereof) and the successors, assigns, heirs and 11 legal representatives of the indemnified parties. The terms "successors" and "assigns" shall not include any purchaser of Securities or Notes merely because of such purchase. Section 14. Headings. Section headings have been inserted in this -------- Agreement and the Supplemental Remarketing Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement or the Supplemental Remarketing Agreement and will not be used in the interpretation of any provision of this Agreement or the Supplemental Remarketing Agreement. Section 15. Severability. If any provision of this Agreement or the ------------ Supplemental Remarketing Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provisions of any constitution, statute, rule or public policy or for any other reason, then, to the extent permitted by law, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Agreement or the Supplemental Remarketing Agreement, as the case may be, invalid, inoperative or unenforceable to any extent whatsoever. Section 16. Counterparts. This Agreement and the Supplemental ------------ Remarketing Agreement may be executed in counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Section 17. Amendments. This Agreement and the Supplemental ---------- Remarketing Agreement may be amended by any instrument in writing signed by the parties hereto. The Company and the Purchase Contract Agent agree that they will not enter into, cause or permit any amendment or modification of the Purchase Contract Agreement, the Indenture, the Notes Terms Certificate, the Pledge Agreement, the Notes, the Equity Units or any other instruments or agreements relating to the Notes or the Equity Units which would in any way affect the rights, duties or obligations of the Remarketing Agent or the Reset Agent without the prior written consent of the Remarketing Agent or the Reset Agent, as the case may be. Section 18. Notices. Unless otherwise specified, any notices, requests, consents or other communications given or made hereunder or pursuant hereto shall be made in writing or transmitted by any standard form of telecommunication, including telephone or telecopy, and confirmed in writing. All written notices and confirmations of notices by telecommunication shall be deemed to have been validly given or made when delivered or mailed, registered or certified mail, return receipt requested and postage prepaid. All such notices, requests, consents or other communications shall be addressed as follows: if to the Company, to Sprint Corporation, 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, U.S.A., Attention: Corporate Secretary (fax no. (913) 624-2256), and if faxed, any such notice shall be confirmed in writing, with a copy to King & Spalding, 1185 Avenue of the Americas, New York, NewYork 10036, Attention: Mary A. Bernard, Esq. (fax no. (212) 556-2222); if to the Remarketing Agent or Reset Agent, to UBS Warburg LLC [ ], A ttention: [ ]; and if to the Purchase Contract Agent, to Bank One, N.A., 100 East Broad Street, Columbus, Ohio 43215, Attention: Corporate Trust Services, or to such other address as any of the above shall specify to the other in writing. 12 Section 19. Information. The Company agrees to furnish the ----------- Remarketing Agent and the Reset Agent with such information and documents as the Remarketing Agent or the Reset Agent may reasonably request in connection with the transactions contemplated by this Remarketing Agreement and the Supplemental Remarketing Agreement, and make reasonably available to the Remarketing Agent, the Reset Agent and any accountant, attorney or other advisor retained by the Remarketing Agent or the Reset Agent such information that parties would customarily require in connection with a due diligence investigation conducted in accordance with applicable securities laws and cause the Company's officers, directors, employees and accountants to participate in all such discussions and to supply all such information reasonably requested by any such person in connection with such investigation. 13 IN WITNESS WHEREOF, each of the Company, Sprint Capital, the Purchase Contract Agent and the Remarketing Agent has caused this Agreement to be executed in its name and on its behalf by one of its duly authorized signatories as of the date first above written. SPRINT CORPORATION, By:_______________________ Name: Title: SPRINT CAPITAL CORPORATION, By:________________________ Name: Title: CONFIRMED AND ACCEPTED: UBS WARBURG LLC By:_______________________ Name: Title: BANK ONE, NATIONAL ASSOCIATION not individually but solely as Purchase Contract Agent and as attorney-in-fact for the holders of the Purchase Contracts By:________________________ Name: Title: EXHIBIT A to Remarketing Agreement FORM OF SUPPLEMENTAL REMARKETING AGREEMENT Supplemental Remarketing Agreement dated [___] among Sprint Corporation, a Kansas corporation (the "Company"), Sprint Capital Corporation, a Delaware corporation ("Sprint Capital"), [___] (the "Remarketing Agent"), and Bank One, National Association, as Purchase Contract Agent and attorney-in-fact for the Holders of the Purchase Contracts (as such terms are defined in the Purchase Contract Agreement referred to in Schedule I hereto) NOW, THEREFORE, for and in consideration of the covenants herein made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used and not defined in this Agreement ----------- shall have the meanings assigned to them in the Remarketing Agreement dated as of August ___, 2001 (the "Remarketing Agreement") among the Company, Sprint Capital, the Purchase Contract Agent and the Remarketing Agent or, if not defined in the Remarketing Agreement, the meanings assigned to them in the Purchase Contract Agreement (as defined in Schedule I hereto). 2. Registration Statement and Prospectus. [IF A REGISTRATION STATEMENT ------------------------------------- (AS DEFINED IS REQUIRED; INSERT THE FOLLOWING:] The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Notes (Commission file no. 333-[___]). The registration statement as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "1933 Act"), is hereinafter referred to as the "Registration Statement"; the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Notes and the terms of the offering of the Notes, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the 1933 Act, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the 1933 Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "1934 Act"), on or before the effective date of the Registration Statement or the issue date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the 1934 Act after the effective date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Company has provided copies of the Registration Statement and the Prospectus to the Remarketing Agent, and hereby consents to the use of the Prospectus in connection with the remarketing of the Securities. A-1 [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Securities (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Remarketing Memorandum," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary remarketing memorandum")]. The Company hereby consents to the use of the Remarking Memorandum [and the preliminary remarking memorandum] in connection with the remarketing of the Notes]. 3. Provisions Incorporated by Reference. ------------------------------------ (a) Subject to Section 3(b), the provisions of the Underwriting Agreement (other than Section 2, Section 3, Section 4, Section 7, Section 9 and Section 10 thereof) are incorporated herein by reference, mutatis mutandis, and the Company hereby makes the representations and warranties, and agrees to comply with the covenants and obligations, set forth in the provisions of the Underwriting Agreement incorporated by reference herein, as modified by the provisions of Section 3(b) hereof. (b) With respect to the provisions of the Underwriting Agreement incorporated herein, for the purposes hereof, (i) all references therein to the "Underwriter" or "Underwriters" shall be deemed to refer to the Remarketing Agent and all references to the "Representative" or the "Representatives" shall be deemed to refer to [___] ("[___]"); (ii) all references therein to the "Notes" shall be deemed to refer to the Notes as defined herein; (iii) all references therein to the "Closing Date" shall be deemed to refer to the Remarketing Closing Date specified in Schedule I hereto; (iv) all references therein to the "Registration Statement" shall be deemed to refer to the Registration Statement and the Prospectus, respectively, as defined herein; (v) all references therein to this "Agreement," the "Underwriting Agreement," "hereof," "herein" and all references of similar import, shall be deemed to mean and refer to this Supplemental Remarketing Agreement; (vi) all references therein to "the date hereof," "the date of this Agreement" and all similar references shall be deemed to refer to the date of this Supplemental Remarketing Agreement; and (vii) [other required changes].] 4. Remarketing. Subject to the terms and conditions and in reliance upon ----------- the representations and warranties herein set forth or incorporated by reference herein and in the Remarketing Agreement, the Remarketing Agent agrees to use its reasonable efforts to remarket, in the manner set forth in Section 2(b) of the Remarketing Agreement, the aggregate principal amount, as the case may be, of Notes set forth in Schedule I hereto at a purchase price not less than 100% of the Minimum Remarketing Price. In connection therewith, the registered holder or holders thereof agree, in the manner specified in Section 5 hereof, to pay to the Remarketing Agent a Remarketing Fee equal to an amount not exceeding 25 basis points (0.25%) of the Minimum Remarketing Price payable by deduction from any amount received in connection from such [Initial] [Subsequent] [Final] Remarketing in excess of the Minimum Remarketing Price. The right of each holder of Notes to have Notes tendered for purchase shall be limited to the extent set forth in the last sentence of Section 2(b) of the Remarketing Agreement (which is incorporated by reference herein). As more fully provided in Section 2(c) of the Remarketing Agreement (which is A-2 incorporated by reference herein), the Remarketing Agent is not obligated to purchase any Notes in the remarketing or otherwise, and neither the Company, Sprint Capital nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for remarketing. 5. Delivery and Payment. Delivery of payment for the remarketed Notes by -------------------- the purchasers thereof identified by the Remarketing Agent and payment of the Remarketing Fee shall be made on the Remarketing Closing Date at the location and time specified in Schedule I hereto (or such later date not later than five Business Days after such date as the Remarketing Agent shall designate), which date and time may be postponed by agreement between the Remarketing Agent and the Company. Delivery of the remarketed Notes and payment of the Remarketing Fee shall be made to the Remarketing Agent against payment by the respective purchasers of the remarketed Notes of the consideration therefor as specified herein, which consideration shall be paid to the Collateral Agent for the account of the persons entitled thereto by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in immediately available funds or in immediately available funds by wire transfer to an account or accounts designated by the Collateral Agent. If the Notes are not represented by a Global Security held by or on behalf of The Depositary Trust Company, certificates for the Notes shall be registered in such names and denominations as the Remarketing Agent may request not less than one full Business Day in advance of the Remarketing Closing Date, and the Company, the Collateral Agent and the registered holder or holders thereof agree to have such certificates available for inspection, packaging and checking by the Remarketing Agent in New York, New York not later than 1:00 p.m. on the Business Day prior to the Remarketing Closing Date. 6. Notices. Unless otherwise specified, any notices, requests, consents ------- or other communications given or made hereunder or pursuant hereto shall be made in writing or transmitted by any standard form of telecommunication, including telephone or telecopy, and confirmed in writing. All written notices and confirmations of notices by telecommunication shall be deemed to have been validly given or made when delivered or mailed, registered or certified mail, return receipt requested and postage prepaid. All such notices, requests, consents or other communications shall be addressed as follows: if to the Company, to Sprint Corporation 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, U.S.A., Attention: Corporate Secretary (fax no. (913) 624-2256), and if faxed, any such notice shall be confirmed in writing, with a copy to King & Spalding, 1185 Avenue of the Americas, New York, New York 10036, Attention: Mary A. Bernard, Esq. (fax no. (212) 556-2222); if to the Remarketing Agent or Reset Agent, to [___], Attention: [___]; and if to the Purchase Contract Agent, to Bank One, National Association, 100 East Broad Street, Columbus, Ohio 43215, Attention: Corporate Trust Department, or to such other address as any of the above shall specify to the other in writing. 7. Conditions to Obligations of Remarketing Agent. Anything herein to the ---------------------------------------------- contrary notwithstanding, the parties hereto agree (and the holders and beneficial owners of the Securities will be deemed to agree) that the obligations of the Remarketing Agent under this Agreement and the Remarketing Agreement are subject to the satisfaction of the conditions set forth in Section 7 of the Remarketing Agreement (which are incorporated herein by reference), and to the A-3 satisfaction, on the Remarketing Closing Date, of the conditions incorporated by reference herein from Section 5 of the Underwriting Agreement as modified by Section 3(b) hereof (including, without limitation, the delivery of opinions of counsel, officers' certificates and accountants' comfort letters in form and substance satisfactory to the Remarketing Agent, the accuracy as of the Remarketing Closing Date of the representations and warranties of the Company included and incorporated by reference herein and the performance by the Company of its obligations under the Remarketing Agreement and this Agreement as and when required hereby and thereby). In addition, anything herein or in the Remarketing Agreement to the contrary notwithstanding, the Remarketing Agreement and this Agreement may be terminated by the Remarketing Agent, by notice to the Company at any time prior to the time of settlement on the Remarketing Closing Date, if any of the events or conditions set forth in Section 9 of the Underwriting Agreement, as modified by Section 3(b) hereof, shall have occurred or shall exist. 8. Indemnity and Contribution. Anything herein to the contrary -------------------------- notwithstanding, the Remarketing Agent shall be entitled to indemnity and contribution on the terms and conditions set forth in Section 9 of the Underwriting Agreement as modified by the provisions of Section 3(b) hereof. A-4 EXHIBIT A to Remarketing Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the Remarketing Agent. Very truly yours, SPRINT CORPORATION By:______________________ Name: Title: SPRINT CAPITAL CORPORATION By:_______________________ Name: Title: CONFIRMED AND ACCEPTED: [Remarketing Agent] By:________________________ Name: Title: [Add other Remarketing Agents, if any] BANK ONE, NATIONAL ASSOCIATION as Purchase Contract Agent and as attorney-in-fact for the holders of the Purchase Contracts By:_________________________ Name: Title: A-5 SCHEDULE I A-6 EX-4.16 6 dex416.txt FORM OF TERMS OF NOTES EXHIBIT 4.16 ____% Notes Due 2006 Set forth below are the terms and conditions (the "Notes Terms") of the series of Securities under the Indenture that shall be designated the __% Notes Due 2006 (the "Notes") of Sprint Capital Corporation (the "Company"). Article I DEFINITIONS Section 1.1. Definition of Terms. Unless the context otherwise requires: (a) a term defined in the Indenture has the same meaning when used herein; (b) a term defined anywhere in these Note Terms has the same meaning throughout; (c) the singular includes the plural and vice versa; (d) headings are for convenience of reference only and do not affect interpretation; (e) The following terms have the meanings given to them in the Purchase Contract Agreement to be dated as of ____________, 2001, among Sprint Corporation, a Kansas corporation ("Sprint") and Bank One, National Association, as Purchase Contract Agent (the "Purchase Contract Agreement"): (i) Affiliate; (ii) Agent; (iii) Applicable Benchmark Treasury; (iv) Applicable Principal Amount, (v) Authorized Newspaper; (vi) Business Day; (vii) Cash Settlement; (viii) Clearing Agency; (ix) Clearing Agency Participant; (x) Corporate Trust Office (xi) Corporate Units; (xii) Equity Units; (xiii) Failed Final Remarketing; (xiv) Failed Remarketing; (xv) Final Remarketing; (xvi) Final Remarketing Date; (xvii) Initial Remarketing; (xviii) Initial Remarketing Date; (xix) Pledge Agreement; (xx) Purchase Contract; (xxi) Purchase Contract Settlement Date; (xxii) Quotation Agent; (xxiii) Redemption Price; (xxiv) Remarketing Agreement; (xxv) Reset Announcement Date; (xxvi) Reset Date; (xxvii) Reset Effective Date; (xxviii) Reset Rate; (xxix) Reset Spread; (xxx) Spin-Off Transaction; (xxxi) Subsequent Remarketing; (xxxii) Subsequent Remarketing Date; (xxxiii) Successful Final Remarketing; (xxxiv) Successful Initial Remarking; (xxxv) Successful Subsequent Remarketing; (xxxvi) Tax Event; (xxxvii) Tax Event Redemption Date; (xxxviii) Treasury Portfolio; (xxxix) Treasury Portfolio Purchase Price. (f) The following terms have the meanings given to them in this Section 1.1(f): "Collateral Agent" means Bank One, National Association "Coupon Rate" has the meaning specified in Section 2.4. "Global Securities" has the meaning specified in Section 2.3. "Interest Payment Date" has the meaning specified in Section 2.4. "Minimum Remarketing Price" has the meaning specified in the Remarketing Agreement. "Note Repayment Purchase Price" has the meaning specified in Section 3.4. "Put Option" has the meaning set forth in Section 3.4. "Put Option Exercise Date" has the meaning set forth in Section 3.4. "Regular Record Date" means, with respect to any Interest Payment Date for the Notes, the close of business on the first day of the month in which such Interest Payment Date falls. "Remarketing Agent" means UBS Warburg LLC or any successor thereto or replacement Remarketing Agent under the Remarketing Agreement. (g) Other capitalized terms used herein and not defined herein or in the Purchase Contract Agreement shall have the meanings given to them in the Indenture. Article II GENERAL TERMS AND CONDITIONS Section 2.1. Principal Amount and Maturity. The Notes shall be limited in aggregate principal amount to $_____. The Notes will mature on August 17, 2006 (the "Maturity Date"). Section 2.2. Form, Payment and Appointment. Except as provided in Section 2.3, the Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and premium, if any, and interest on the Notes will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Company maintained for such purpose as described below; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. The Borough of Manhattan, The City of New York is hereby designated as the place of payment ("Place of Payment") for the Notes, and the office or agency maintained by the Company in such Place of Payment shall initially be the Corporate Trust Office of the Trustee. The Registrar, Transfer Agent and Paying Agent for the Notes shall be Bank One, National Association. The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof. The Notes may be issued, in whole or in part, in permanent global form and, if 2 issued in permanent global form, the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. Section 2.3. Global Securities. Any Notes that are no longer part of Corporate Units will be issued initially in the form of one or more global Notes (the "Global Securities") registered in the name of the Depositary or its nominee. Unless and until it is exchanged for the Notes in registered form, such Global Securities may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Company or to a nominee of such successor Clearing Agency. If at any time (i) the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency for the Global Securities and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Securities shall be so exchangeable or (iv) there shall have occurred and be continuing an Event of Default, the Company shall execute and the Trustee, upon written notice from the Company, shall authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. Upon exchange of the Global Security for such Notes in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Security shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Clearing Agency for delivery to the Persons in whose names such Notes are so registered. Section 2.4. Interest. (a) The Notes shall bear interest initially at the rate of ____% per year (the "Coupon Rate") from the original date of issuance through and including the day immediately preceding the Reset Effective Date and thereafter at the Reset Rate until the principal thereof is paid or duly made available for payment and shall bear interest, to the extent permitted by law, compounded quarterly, on any overdue principal and premium, if any, and on any overdue installment of interest at the Coupon Rate through and including the day immediately preceding the Reset Effective Date and thereafter at the Reset Rate, payable quarterly in arrears on February 17, May 17, August 17 and November 17 of each year (each, an "Interest Payment Date") commencing on November 17, 2001, to the Person in whose name such Note, or any predecessor Note, is registered at the close of business on the Regular Record Date for such interest installment. 3 (b) The Coupon Rate on the Notes will be reset on the date of a Successful Remarketing to the applicable Reset Rate (such Reset Rate to be in effect on and after the Reset Effective Date). In the event of a Failed Final Remarketing, the Coupon Rate will not be reset. On the applicable Reset Announcement Date, the Reset Spread and the Applicable Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company or Sprint. On the Business Day immediately following such Reset Announcement Date, the Holders of Notes will be notified of such Reset Spread and Applicable Benchmark Treasury by the Company or Sprint. Such notice shall be sufficiently given to such Holders of Notes if published in an Authorized Newspaper. (c) Not later than 7 calendar days nor more than 15 calendar days immediately preceding the applicable Reset Announcement Date, the Company shall request that the Clearing Agency or its nominee (or any Successor Clearing Agency) notify the Holders of the Notes of such Reset Announcement Date, and, in the case of the Final Remarketing, of the procedures to be followed by such Holders that wish to elect Cash Settlement on the Business Day immediately preceding the Purchase Contract Settlement Date. (d) The amount of interest payable for any period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period other than a full quarterly period for which interest is computed shall be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Article III REDEMPTION OF THE NOTES Section 3.1. Tax Event Redemption. If a Tax Event shall occur and be continuing, the Company may, at its option, redeem the Notes (whether underlying Corporate Units or otherwise) in whole (but not in part) at any time at a price per Note equal to the Redemption Price. Installments of interest on Notes which are due and payable on or prior to the Tax Event Redemption Date shall be payable to the Holders of the Notes registered as such at the close of business on the Regular Record Date. If, following the occurrence of a Tax Event prior to the Purchase Contract Settlement Date, the Company exercises its option to redeem the Notes pursuant to this Section 3.1, the Company shall appoint the Quotation Agent to assemble the Treasury Portfolio in consultation with the Company. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Tax Event Redemption Date to each registered Holder of the Notes to be repaid at its registered address. Unless the Company defaults in payment of the Redemption Price, on and after the Tax Event Redemption Date interest shall cease to accrue on the Notes. 4 Section 3.2. Redemption Procedures for Notes. Payment of the Redemption Price to each Holder of Notes shall be made by the Company, no later than 12:00 noon, New York City time, on the Tax Event Redemption Date, by check or wire transfer in immediately available funds at such place and to such account as may be designated by each such Holder of Notes, including the Trustee or the Collateral Agent, as the case may be. If the Trustee holds immediately available funds sufficient to pay the Redemption Price of the Notes, then, on such Tax Event Redemption Date, such Notes will cease to be outstanding and interest thereon will cease to accrue, whether or not such Notes have been received by the Company, and all other rights of the Holder in respect of the Notes shall terminate and lapse (other than the right to receive the Redemption Price upon delivery of such Notes but without interest on such Redemption Price). Section 3.3. No Sinking Fund. The Notes will not be entitled to the benefit of any sinking fund. Section 3.4. Option to Put Notes upon Failed Final Remarketing. If a Failed Final Remarketing (as described in Section 5.6(b) of the Purchase Contract Agreement which is hereby incorporated herein by reference) has occurred, Holders of Notes who hold such Notes following the Purchase Contract Settlement Date shall have the right (the "Put Option") to put such Notes to the Company on September 30, 2004 (the "Put Option Exercise Date"), upon at least three Business Days prior notice, at a repayment price equal to the principal amount of such Notes plus an amount equal to the accrued and unpaid interest thereon to the date of payment (the "Note Repayment Price"). Section 3.5. Repurchase Procedure for Notes. (a) In order for the Notes to be repurchased on the Put Option Exercise Date, the Trustee must receive on or prior to 5:00 p.m. New York City time on the third Business Day immediately preceding the Put Option Exercise Date, at its Corporate Trust Office or at an office or agency maintained by the Company in the Borough of Manhattan, The City of New York as contemplated by Section 2.2 hereof, the Notes to be repurchased with the form entitled "Option to Elect Repayment" on the reverse of or otherwise accompanying such Notes duly completed. Any such notice received by the Trustee shall be irrevocable. All questions as to the validity, eligibility (including time of receipt) and acceptance of the Notes for repayment shall be determined by the Company, whose determination shall be final and binding. (b) Payment of the Note Repayment Price shall be made through the Trustee, subject to the Trustee's receipt of payment from the Company in accordance with the terms of the Indenture, no later than 12:00 noon, New York City time, on the Put Option Exercise Date, and to such account as may be designated by the applicable Holder. If the Trustee holds immediately available funds sufficient to pay the Note Repayment Price of Notes presented for repayment, then, immediately prior to the close of business on the Put Option Exercise Date, such Notes will cease to be outstanding and interest thereon will cease to accrue, whether or not such Notes have been received by the Company, and all other rights of the Holder in respect of the Notes, including the Holder's right to require the Company to repay such Notes, shall terminate and 5 lapse (other than the right to receive the Note Repayment Price upon delivery of such Notes but without interest on such Note Repayment Price). Neither the Trustee nor the Company will be required to register or cause to be registered the transfer of any Note for which repayment has been elected. Article IV NOTICE Section 4.1. Notice by the Company. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes. Notwithstanding any of the provisions of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes; provided, however, that if the Trustee shall not have received the notice provided for in this Article IV at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Note), then, notwithstanding anything contained herein to the contrary, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Article V FORM OF NOTE Section 5.1. Form of Note. The Notes (including the guarantee endorsed thereon) and the Trustee's certificate of authentication to be endorsed thereon are to be substantially in the form of Annex A hereto, with such changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof. Article VI ORIGINAL ISSUE DISCOUNT Section 6.1. Original Issue Discount. To the extent that such duty is not performed by the Purchase Contract Agent pursuant to Section 7.14 of the Purchase Contract Agreement, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Notes as of the end of the year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time, and the applicable Treasury Regulations thereunder. 6 Article VII REMARKETING Section 7.1. Notices. (a) In the case of the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, not later than 7 nor more than 15 calendar days immediately preceding the date of such remarketing, the Company shall request that the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) notify the Holders of Notes of such Remarketing and, in the case of a Final Remarketing, the procedures to be followed by such Holders of Notes wishing to settle the related Purchase Contracts with separate cash on the Business Day immediately preceding the Purchase Contract Settlement Date. (b) If the Initial Remarketing and any Subsequent Remarketing have all resulted in Failed Remarketings, the Company shall request, not later than 7 nor more than 15 calendar days prior to the Final Remarketing Date that the Clearing Agency notify the Holders of the Notes of the Final Remarketing and of the procedures that must be followed if a Holder of Notes wishes to exercise such Holder's rights with respect to the Put Option if there is a Failed Final Remarketing. Section 7.2. Initial and Subsequent Remarketing Procedures. (a) Not later than 5:00 P.M., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the second Business Day immediately preceding a Subsequent Remarketing Date, but not earlier than the Payment Date immediately preceding such Initial Remarketing Date or Subsequent Remarketing Date, as the case may be, each Holder of the Notes not constituting components of Corporate Units may elect to have Notes held by such Holder remarketed. Holders of Notes that are not a component of Corporate Units shall give notice of their election to have such Notes remarketed to the Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the third Business Day immediately preceding the Initial Remarketing Date or the second Business Day immediately preceding a Subsequent Remarketing Date, as the case may be, and may not be conditioned upon the level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such third Business Day in the case of the Initial Remarketing, or the second Business Day in the case of a Subsequent Remarketing, the Trustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent of the principal amount of Notes to be tendered for remarketing. Under Section 5.5 of the Purchase Contract Agreement, Notes that constitute components of Corporate Units will be remarketed as provided therein and in this Section 7.2. The Notes constituting components of Corporate Units shall be deemed tendered, notwithstanding any failure by the Holder of such Corporate Units to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (b) The right of each Holder to have Notes tendered for the Initial Remarketing or any Subsequent Remarketing, as the case may be, shall be limited to the extent that (i) the Remarketing Agent conducts an Initial Remarketing or any Subsequent Remarketing pursuant to 7 the terms of the Remarketing Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than the Minimum Initial Remarketing Price, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. Each Holder of Notes that are remarketed in a Successful Initial Remarketing or Successful Subsequent Remarketing agrees that a remarketing fee in an amount set forth in the Remarketing Agreement may be deducted from the proceeds of the remarketing. (c) On the Initial Remarketing Date and any Subsequent Remarketing Date, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.5% of the Treasury Portfolio Purchase Price, Notes, tendered or deemed tendered for purchase. (d) Notwithstanding the foregoing, any obligation on the part of the Company, Sprint or the Remarketing Agent to remarket the Notes on the Initial Remarketing Date or otherwise, other than on the Final Remarketing Date, shall be subject to the Company's or Sprint's right to defer any remarketing to the extent Sprint determines in good faith that effecting a remarketing on such date is not in its best interests. Section 7.3. Final Remarketing Procedures. (a) If the Initial Remarketing and any Subsequent Remarketing have all resulted in Failed Remarketings, not later than 5:00 P.M., New York City time, on the third Business Day immediately preceding the Final Remarketing Date, each Holder of the Notes may elect to have Notes held by such Holder remarketed. Under Section 5.6 of the Purchase Contract Agreement, Holders of Corporate Units that do not give notice of intention to make a Cash Settlement of their related Purchase Contracts shall be deemed to have consented to the disposition of the Notes constituting a component of such Corporate Units. Holders of Notes that are not a component of Corporate Units shall give notice of their election to have such Notes remarketed to the Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the third Business Day immediately preceding the Final Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such third Business Day, the Trustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent of the principal amount of Notes to be tendered for remarketing. Under Section 5.6 of the Purchase Contract Agreement, the Notes that constitute components of Corporate Units will be remarketed as provided therein and in this Section 7.3. If any Holder of Corporate Units does not give a notice of its intention to make a Cash Settlement or gives a notice of election to tender Notes as described in this Section 7.3(a), the Notes of such Holder shall be deemed tendered, notwithstanding any failure by such Holder to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (b) Each Holder shall have the right to have Notes remarketed provided that (i) the Remarketing Agent conducts a remarketing pursuant to the terms of the Remarketing Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price of not less than 100% of the 8 principal amount thereof, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. Each Holder of Notes that are remarketed in a Successful Final Remarketing agrees that a remarketing fee in an amount set forth in the Remarketing Agreement may be deducted from the proceeds of the remarketing. (c) If the Initial Remarketing and any Subsequent Remarketings have all resulted in Failed Remarketings, on the Final Remarketing Date, the Remarketing Agent shall use reasonable efforts to remarket, at a price equal to approximately 100.5% of the aggregate principal amount thereof, Notes tendered or deemed tendered for purchase. Section 7.4. Procedures Applicable to all Remarketings. (a) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date, as applicable, a Failed Remarketing or Failed Final Remarketing, as the case may be, shall have occurred, the Remarketing Agent shall so advise by telephone the Collateral Agent, the Purchase Contract Agent, the Company, the Trustee, and Clearing Agency. If requested by the Collateral Agent, the Purchase Contract Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice in writing. (b) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 P.M. on the Final Remarketing Date, New York City time, on the Initial Remarketing Date, or any Subsequent Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. The Remarketing Agent shall so advise by telephone the Collateral Agent, the Purchase Contract Agent, the Company, Trustee, and Clearing Agency. (c) By approximately 4:30 P.M., New York City time, on the Initial Remarketing Date, any Subsequent Remarketing Date or Final Remarketing Date, as applicable, provided that there has not been a Failed Remarketing or Failed Final Remarketing, as the case may be, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the Purchase Contract Agent, the Company, Trustee, and Clearing Agency of the Reset Rate determined in the Initial Remarketing, the Subsequent Remarketing or Final Remarketing, as the case may be, and the aggregate principal amount of Notes sold in the Initial Remarketing, the Subsequent Remarketing or Final Remarketing, as the case may be, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the third Business Day immediately after such Initial Remarketing Date, Subsequent Remarketing Date or Final Remarketing Date, as the case may be, in same day funds against delivery of the Notes purchased through the facilities of the Clearing Agency. (d) In accordance with the Clearing Agency's normal procedures, on the third Business Day immediately after such Initial Remarketing Date, Subsequent Remarketing Date or Final Remarketing Date, as the case may be, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing shall be executed through the Clearing Agency, and the 9 accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes delivered by book entry as necessary to effect purchases and sales of such Notes. The Clearing Agency shall make payment in accordance with its normal procedures. (e) If any Holder selling Notes in the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing fails to deliver such Notes, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing, the Subsequent Remarketing or the Final Remarketing, as the case may be, may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate principal amount of Notes shall constitute good delivery. (f) The Remarketing Agent shall not be obligated to purchase any Notes in the Initial Remarketing, any Subsequent Remarketing, the Final Remarketing or otherwise. Neither the Trustee, the Purchase Contract Agent, Sprint, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for remarketing. (g) The tender and settlement procedures set forth herein, including provisions for payment by purchasers of Notes in the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case may be, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (h) Notwithstanding anything contained herein to the contrary, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before the Reset Effective Date in the case of the Initial Remarketing Date or the Final Remarketing and as soon as practical after the Company requests, but in no event later than two Business Days prior to a Subsequent Remarketing, in the case of a Subsequent Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. 10 Article VIII CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 8.1. Consolidation, Merger, Sale or Conveyance. (a) Sprint shall not merge, consolidate or consummate any other business combination with any other entity or sell, assign, transfer, lease or convey all or substantially all of its assets and properties to any person or entity, unless: (i) Sprint is the continuing corporation or the successor entity or its parent expressly assumes Sprint's obligations under the guarantees of the Notes; (ii) Sprint or the successor entity or its parent, as applicable, is not, immediately after the merger, consolidation, sale, assignment, transfer, lease or conveyance, in default of Sprint's obligations under the guarantees of the Notes; and (iii) if, as a result of any such merger, consolidation or other business combination, properties or assets of Sprint would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Indenture, Sprint or the successor entity or its parent, as applicable, shall take such steps as shall be necessary effectively to secure the guarantees of the Notes, equally and ratably with (or prior to) all indebtedness secured thereby; (iv) Sprint has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation or other business combination and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent in the Indenture provided for relating to such transaction have been complied with. Article IX ASSIGNMENT Section 9.1. Assignment. (a) In connection with a Spin-Off Transaction, each of the Company and Sprint may assign its obligations under the Notes or the guarantees, as the case may be, to one or more entities that, at the time of or immediately before the effective time of the assignment, are Affiliates of Sprint provided: (i) each such entity is a corporation organized and existing under the laws of the United States of America or a U.S. state or the District of Columbia and it expressly assumes the Company's obligations under the Notes or Sprint's obligations under the guarantees, as the case may be; (ii) such entity is not, immediately after the assignment, in default of the payment obligations or other material obligations under the Notes or the guarantees, as the case may be; and (iii) immediately after the assignment, the Notes shall have a credit rating equal to or higher than the credit rating applicable to the Notes immediately before the assignment, which credit rating shall have been assigned by either Moody's Investors Service, Inc., or any successor to its rating agency business, or Standard & Poor's Ratings Group, Inc., or any successor to its rating agency business. 11 (b) The Company or Sprint, as the case may be, will give at least 30 days' written notice to Holders of Notes of any proposed assignment. 12 ANNEX A (FORM OF FACE OF NOTE) THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP No. 852060AK8 $________________________ SPRINT CAPITAL CORPORATION [ ]% SENIOR NOTE DUE 2006 SPRINT CAPITAL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of_________________ Dollars ($___________) on August 17, 2006 (such date is hereinafter referred to as the "Maturity Date"), and to pay interest on said principal sum from August ___, 2001 or from the next recent date to which interest has been paid or duly provided for, quarterly in arrears on February 17, May 17, August 17 and November 17 of each year (each such date, an "Interest Payment Date"), commencing on November 17, 2001 initially at the rate of [ ]% per year through and including the day immediately preceding the Reset Effective Date and thereafter at the Reset Rate until the principal hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest, compounded quarterly, on any overdue principal and premium, if any, and on any overdue installment of interest at the rate per year of [ ]% through and including the day immediately preceding the Reset Effective Date and thereafter at the Reset Rate. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months and, except as provided in the Indenture (as defined below), the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest installment which shall be the close of business on the first day of the month in which such Interest Payment Date falls. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. A-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: August ___, 2001 SPRINT CAPITAL CORPORATION By: ______________________________ Name: Title: Attest: By: ____________________________ Name: Title: A-3 CERTIFICATE OF AUTHENTICATION This is one of the notes of the series designated therein referred to in the within-mentioned Indenture. Dated August ___, 2001 BANK ONE, NATIONAL ASSOCIATION, as Trustee By_________________________________ Authorized Signatory A-4 (FORM OF REVERSE OF NOTE) This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Notes"), issued and to be issued in one or more series under and pursuant to an Indenture dated as of October 1, 1998 (the "Base Indenture") among the Company, Sprint Corporation, as Guarantor (the "Guarantor") and Bank One, National Association, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of January 15, 1999 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture") among the Company, the Guarantor and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. By the terms of the Indenture, the Debt Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Debt Securities is limited in aggregate principal amount to $[ ]. If a Tax Event shall occur and be continuing, the Company may, at its option, redeem the Notes in whole (but not in part) at any time at a price per Note equal to the Redemption Price. Subject to the terms of the Purchase Contract Agreement between Sprint Corporation and Bank One, National Association dated as of August ___, 2001 and the Pledge Agreement dated as of August ___, 2001 between the Guarantor and Bank One, National Association, the Redemption Price shall be paid to each Holder of the Notes by the Company, no later than 12:00 noon, New York City time, on the Tax Event Redemption Date, by check or wire transfer in immediately available funds, at such place and to such account as may be designated by each such Holder. The Notes are not entitled to the benefit of any sinking fund. If a Failed Final Remarketing (as described in Section 5.6(b) of the Purchase Contract Agreement and incorporated herein by reference) has occurred, each holder of Notes who holds such Notes on the day immediately following the Purchase Contract Settlement Date shall have the right (the "Put Option") to put such Notes to the Company, on September 30, 2004 (the "Put Option Exercise Date"), upon at least three Business Days prior notice, at a repayment price equal to the principal amount of this Note plus an amount equal to the accrued and unpaid interest thereon to the date of payment (the "Note Repayment Price"). In order for the Notes to be so repurchased, the Trustee must receive, on or prior to 5:00 p.m. New York City Time on the third Business Day immediately preceding the Put Option Exercise Date, at its Corporate Trust Office, or at an office or agency maintained by the Company in the Borough of Manhattan, The City of New York, the Notes to be repurchased with the form entitled "Option to Elect Repayment" on the reverse of or otherwise accompanying such Notes duly completed. Any such notice received by the Trustee shall be irrevocable. All questions as to the validity, eligibility (including time of receipt) and acceptance of the Notes for repayment shall be determined by the Company, whose determination shall be final and binding. The payment of the Note Repayment Price in respect of such Notes shall be made no later than 12:00 noon, New York City time, on the Put Option Exercise Date. A-5 In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable (or, in certain circumstances shall ipso facto become due and payable), in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that each Holder of a Note is entitled to the benefits of a Guarantee by the Guarantor of the timely payment of the principal of, premium, if any, and interest on the Note. The Guarantee endorsed hereon is an integral part of this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times and place and at the rate and in the coin or currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new A-6 Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Notes of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee, and agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Guarantor or the Trustee nor any such agent shall be affected by notice to the contrary. So long as the Notes are represented by Global Securities and such Global Securities are held on behalf of a clearing system, notices to Holders of the Notes may be given by delivery of the relevant notice to that clearing system for communication by it to beneficial Holders of the Notes. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, neither this Note nor the Guarantee endorsed hereon shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Note shall be governed by the laws of the State of New York. A-7 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay $____ principal amount of the within Note, pursuant to its terms, on the "Put Option Exercise Date," together with any interest thereon accrued but unpaid to the date of repayment, to the undersigned at: (Please print or type name and address of the undersigned) and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining aggregate principal amount of this Note. For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Trustee at Bank One, National Association, 100 East Broad Street, Mail Code OH1-0181, Columbus, Ohio 43215, Attention Global Corporate Trust Services Division, no later than 5:00 p.m. on the third Business Day immediately preceding September 30, 2004. Dated: ___________________ Signature:________________________________ Signature Guarantee:_______________________ Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Note without alteration or enlargement or any change whatsoever. A-8 SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-9 ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: ______________________________________________________________________________ ______________________________________________________________________________ (Insert assignee's social security or tax identification number) ______________________________________________________________________________ ______________________________________________________________________________ (Insert address and zip code of assignee) and irrevocably appoints ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Date: ____________________ Signature: ________________________________ Guarantee Signature :_________________________ (Sign exactly as your name appears on the other side of this Note) A-10 SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-11 GUARANTEE OF SPRINT CORPORATION FOR VALUE RECEIVED, Sprint Corporation, a corporation duly organized and existing under the laws of the State of Kansas (the "Guarantor"), hereby fully and unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed the due and punctual payment of the principal of, premium, if any, and interest (including interest on any overdue principal and on an overdue installment of interest) on said Note, when and as the same shall become due and payable, whether at maturity, by acceleration or redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. The Guarantor agrees to determine, at least one business day prior to the date upon which a payment of principal of, or premium, if any, or interest on said Note is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company punctually to pay any such principal, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of the validity, regularity, or enforceability of said Note or the Indenture, the absence of any action to enforce the same, any waiver, modification, consent or indulgence by the Holder of said Note or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, notice of non-payment, demand of payment, any right to require a proceeding first against the Company, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, protest or notice with respect to the Note upon which this Guarantee is endorsed or indebtedness evidenced thereby and all notices and demands to the Company or the Guarantor whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in said Note and this Guarantee. In the event of a default in the payment of principal of, premium, if any, or interest on said Note, the Holder of said Note may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of said Note against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Note then Outstanding, be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if my, and interest on all Note shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal, premium, if any or interest by the Company on said Note to the Holder of the Note it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 A-12 U. S. C. Section 547 (or any successor statute) and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent of such repayment the obligations of the Guarantor hereunder shall remain in full force and effect. This Guarantee ranks equally with all other unsecured and unsubordinated obligations of the Guarantor. This Guarantee will remain in full force and effect until the principal of, premium, if any, and interest on the Note have been fully paid. As provided in the Indenture, the Guarantor may under certain circumstances assume all rights and obligations of the Company under the Indenture with respect to the Note. This Guarantee shall not be valid or become obligatory for any purpose with respect to the Note upon which it is endorsed until the certificate of authentication on said Security shall have been signed by the manual signature of the Trustee. This Guarantee shall be governed by the laws of the State of New York. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed under its corporate seal. SPRINT CORPORATION By:________________________________ Attest: _______________________________ A-13 -----END PRIVACY-ENHANCED MESSAGE-----