<PAGE>
As filed with the Securities and Exchange Commission on October 14, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPRINT CAPITAL CORPORATION SPRINT CORPORATION
As Issuer and Registrant of Debt As Issuer and Registrant of Debt
Securities Securities and Guarantees
(Exact names of registrants as specified in their charters)
DELAWARE KANSAS
(State of Incorporation) (State of Incorporation)
48-1132866 48-0457967
(I.R.S. Employer Identification (I.R.S. Employer Identification
No.) No.)
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P.O. BOX 11315, KANSAS CITY, MISSOURI 64112, (913) 624-3000
(Address, including zip code, and telephone number, including area code, of
both registrants' principal executive offices)
DON A. JENSEN
VICE PRESIDENT AND SECRETARY
SPRINT CORPORATION
P.O. BOX 11315, KANSAS CITY, MISSOURI 64112
TELEPHONE (913) 624-3326
(Name, address, including zip code, and telephone number, including area code,
of agent for service for registrants)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the
effective date of the Registration Statement, as determined by market
conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities--to be issued by
Sprint Corporation and/or Sprint
Capital Corporation............ $7,013,724,487(2) 100% $7,013,724,487 $2,069,049
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Guarantees--of the Debt
Securities of Sprint Capital
Corporation by Sprint
Corporation.................... (3) (3) (3)
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</TABLE>
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o) and not a representation as to the actual
offering or re-offering price.
(2) Or, in the case of Debt Securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate public
offering price of the amount set forth above or, in the case of Debt
Securities denominated in a currency other than U.S. dollars or in a
currency unit, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such Debt Securities into U.S. dollars
at the spot exchange rate in effect on the date such Debt Securities are
initially offered to the public.
(3) No separate consideration will be received for the Guarantees.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS WHICH
IS A PART OF THIS REGISTRATION STATEMENT INCLUDES ALL THE INFORMATION
CURRENTLY REQUIRED IN A PROSPECTUS RELATING TO THE SECURITIES COVERED BY
REGISTRATION STATEMENTS NOS. 33-34567 AND 33-48689 OF SPRINT CORPORATION AND
NO. 33-64564 OF SPRINT CAPITAL CORPORATION AND SPRINT CORPORATION AND SUCH
COMBINED PROSPECTUS CONSTITUTES POST-EFFECTIVE AMENDMENTS NO. 1 TO, AND WILL
BE USED IN CONNECTION WITH, REGISTRATION STATEMENTS NO. 33-34567, 33-48689 AND
33-64564.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
LOGO
SPRINT CORPORATION
Debt Securities
SPRINT CAPITAL CORPORATION
Debt Securities
Unconditionally Guaranteed by
SPRINT CORPORATION
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Sprint Corporation and its subsidiary, Sprint Capital Corporation, may offer
from time to time, in the aggregate, up to $8,000,000,000 principal amount of
unsecured senior Debt Securities. The Debt Securities may be in other
currencies or currency units in an equivalent amount. In the event Debt
Securities are issued at an original issue discount, the net proceeds from the
offering will not exceed $8,000,000,000. Sprint and/or Sprint Capital will
offer the Debt Securities as separate series, in amounts, at prices and on
terms determined at the time of sale.
Sprint will unconditionally guarantee (the "Guarantees") the payment of
principal of and any premium and interest on all Debt Securities issued by
Sprint Capital.
A supplement to this Prospectus will set forth the specific terms of any
series of Debt Securities that is offered and the terms of offering of such
series of Debt Securities. The Prospectus Supplement will also contain
information, where applicable, about material United States federal income tax
considerations relating to, and any listings on a securities exchange of, the
Debt Securities covered by such Prospectus Supplement. See "Plan of
Distribution" for the different methods that may be used to offer the Debt
Securities and for possible indemnification arrangements for underwriters,
dealers and agents.
The Debt Securities will be represented by one or more Global Securities
registered in the name of the nominee of The Depository Trust Company. Unless
otherwise stated in the Prospectus Supplement, Debt Securities in definitive
form will not be issued. See "Description of Debt Securities--Book-Entry
System."
----------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy
of this Prospectus. Any representation to
the contrary is a criminal
offense.
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The date of this Prospectus is , 1998
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Sprint files annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy the Registration
Statement on Form S-3 of which this Prospectus is a part, as well as reports,
proxy statements and other information filed by Sprint, at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
SEC: 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can
obtain copies of such material from the Public Reference Room of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You can
call the SEC at 1-800-732-0330 for information regarding the operation of its
Public Reference Room. The SEC also maintains a site on the World Wide Web at
http://www.sec.gov. that contains reports, proxy statements and other
information regarding registrants (like Sprint) that file electronically.
In addition, you can inspect reports, proxy statements and other information
concerning Sprint at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, the Chicago Stock Exchange, 440 South
LaSalle Street, Chicago, Illinois 60605, and the Pacific Exchange, 301 Pine
Street, San Francisco, California 94104, on which exchanges the common stock
of Sprint is listed. If the PCS Restructuring is approved by Sprint's
shareholders, Sprint intends to list its FON Stock and PCS Stock only on the
New York Stock Exchange. Consequently, once Sprint's existing common stock is
recapitalized, copies of Sprint's reports and proxy statements will no longer
be filed with the Chicago Stock Exchange and the Pacific Exchange and
therefore will not be available for inspection at those exchanges. See the
discussion under "Sprint Corporation" regarding the proposed PCS Restructuring
and the recapitalization of Sprint's common stock into FON Stock and PCS
Stock.
This Prospectus provides you with a general description of the Debt
Securities that we may offer and any related Guarantees. Each time we sell
Debt Securities, we will provide a Prospectus Supplement that will contain
specific information about the terms of that offering. The Prospectus
Supplement may also add, update or change information contained in this
Prospectus. You should read both this Prospectus and any Prospectus
Supplement, together with the additional information that is incorporated by
reference, as described below.
This Prospectus is part of a Registration Statement that we have filed with
the SEC. To see more detail, you should read the exhibits filed with our
Registration Statement.
The SEC allows this Prospectus to "incorporate by reference" certain other
information that Sprint files with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Prospectus,
and information that Sprint files later with the SEC will automatically update
and replace this information. We incorporate by reference the documents listed
below and any future filings made by Sprint with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the securities that we have registered.
. Sprint's Annual Report on Form 10-K for the year ended December 31, 1997;
. Sprint's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998 and June 30, 1998;
. Sprint's Current Reports on Form 8-K dated May 26, 1998 and June 29,
1998; and
. Sprint's Proxy Statement/Prospectus that forms a part of Registration
Statement No. 333-65173.
If you make a request for such information in writing or by telephone, we
will provide to you, at no cost, a copy of any or all of the information
incorporated by reference in the Registration Statement of which this
Prospectus is a part. Requests should be addressed to: Sprint Corporation,
2330 Shawnee Mission Parkway, Westwood, Kansas 66205, Attention: Investor
Relations (telephone number: (800) 259-3755).
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SPRINT CAPITAL CORPORATION
Sprint Capital is a wholly-owned subsidiary of Sprint and was incorporated in
Delaware on May 20, 1993. The principal offices of Sprint and Sprint Capital
are located at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, and their
telephone number is (913) 624-3000.
Sprint Capital's purpose is to engage in financing activities that provide
funds for use by Sprint and Sprint's subsidiaries, other than its local
exchange telephone subsidiaries ("LECs"). Sprint Capital raises funds through
the offering and sale of debt securities, and the net proceeds thereof are
loaned to or invested in Sprint and its non-LEC subsidiaries. Sprint Capital
does not and will not engage in any other business operations.
SPRINT CORPORATION
Sprint is a diversified telecommunications service provider whose principal
activities include long distance service, local service, wireless personal
communications services ("PCS"), product distribution and directory publishing
activities and other telecommunications activities, investments and alliances.
Sprint's long distance division ("LDD") is the nation's third largest
provider of long distance telephone services. LDD operates a nationwide, all-
digital long distance telecommunications network that uses state-of-the-art
fiber-optic and electronic technology. LDD provides domestic and international
voice, video and data communications services. Sprint's local
telecommunications division ("LTD") consists primarily of regulated LECs
serving approximately 7.5 million access lines in 19 states. LTD provides local
services, access by telephone customers and other carriers to LTD's local
exchange facilities, sales of telecommunications equipment and long distance
services within specified geographic areas. Sprint's product distribution and
directory publishing businesses ("PDDP") consist of wholesale distribution of
telecommunications equipment and publishing and marketing white and yellow page
telephone directories.
Sprint's other telecommunications activities include (i) emerging businesses,
which consist of the development of new integrated communications services,
integration management and support services for computer networks and
international development activities outside the scope of Global One, (ii)
Sprint's interest in the Global One international strategic alliance, a joint
venture with France Telecom S.A. ("FT") and Deutsche Telekom AG ("DT"), and
(iii) Sprint's other telecommunications investments and alliances, such as its
investment in EarthLink Network, Inc., an internet service provider. FT and DT
are European telephone companies with a combined 20% strategic equity
investment in Sprint.
Sprint currently conducts its PCS operations through its 40% interest in
Sprint Spectrum Holding Company, L.P. and MinorCo, L.P., its approximately 47%
interest in PhillieCo Partners I, L.P. and PhillieCo Partners II, L.P., and its
wholly-owned subsidiaries, SprintCom, Inc. and SprintCom Equipment Company,
L.P. These entities market their wireless telephony products and services under
the Sprint(R) and Sprint PCS(R) brand names and, together, operate the only
100% digital PCS wireless network in the United States with licenses to provide
service nationwide utilizing a single frequency band and a single technology.
These entities own licenses to provide service to the entire United States
population, including Puerto Rico and the U.S. Virgin Islands. At September 30,
1998, they operated PCS systems in 163 metropolitan markets within the United
States, including 38 of the 50 largest metropolitan areas.
Sprint has entered into a restructuring agreement with Tele-Communications,
Inc. ("TCI"), Comcast Corporation ("Comcast") and Cox Communications, Inc.
("Cox") (together, the "Cable Parents") to restructure Sprint's PCS operations
(the "PCS Restructuring"). Sprint will acquire the joint venture interests of
TCI, Comcast and Cox in Sprint Spectrum Holding Company, L.P. and MinorCo, L.P.
and the joint venture interests of TCI and Cox in PhillieCo Partners I, L.P.
and PhillieCo Partners II, L.P. In exchange for these joint venture interests,
Sprint will issue to the Cable Parents a newly created class of Sprint common
stock (the "PCS Stock"). The PCS Stock is intended to reflect separately the
performance of these joint ventures and the domestic
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PCS operations of SprintCom, Inc. and SprintCom Equipment Company, L.P. These
operations, which after the PCS Restructuring will be 100% owned by Sprint
(subject to a 40.8% minority interest in the entity holding the PCS license for
and conducting operations in the Los Angeles/San Diego/Las Vegas area), will be
referred to as the PCS Group. The FON Stock, which will be created in a tax-
free recapitalization of Sprint's existing common stock, is intended to reflect
the performance of all of Sprint's other operations, including LDD, LTD, PDDP,
emerging businesses and its interest in Global One. These operations will be
referred to as the FON Group. These transactions are subject to shareholder
approval. The special meeting of Sprint shareholders to obtain approval has
been scheduled for November 13, 1998.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement, the net proceeds from
the sale of the Debt Securities are intended to be used to repay short-term
debt of Sprint and Sprint Capital and long-term obligations of Sprint and its
subsidiaries, including debt obligations of the new PCS Group following
consummation of the PCS Restructuring. The net proceeds are also intended to be
used to provide funds to Sprint and its subsidiaries for general purposes,
including working capital requirements and new capital investments.
RATIOS OF EARNINGS TO FIXED CHARGES
Sprint's ratio of earnings to fixed charges was 5.66 for the six months ended
June 30, 1998, 6.41 for the year 1997, 5.94 for the year 1996, 4.32 for the
year 1995, 4.28 for the year 1994 and 2.63 for the year 1993. The ratios were
computed by dividing fixed charges into the sum of earnings (after certain
adjustments) and fixed charges. Earnings include income from continuing
operations before taxes, plus equity in net losses of entities that are less
than 50% owned by Sprint, less capitalized interest. Fixed charges include (i)
interest on all debt of continuing operations (including amortization of debt
issuance costs), (ii) the interest component of operating rents, and (iii) the
pre-tax cost of subsidiary preferred stock dividends.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities issued by Sprint will be issued under an Indenture, dated
as of October 1, 1998, between Sprint and Bank One, N.A., as Trustee (the
"Sprint Indenture"), and the Debt Securities issued by Sprint Capital will be
issued under an Indenture, dated as of October 1, 1998, among Sprint Capital,
Sprint and Bank One, N.A., as Trustee (the "Sprint Capital Indenture," and
together with the Sprint Indenture, the "Indentures"). The Sprint Capital
Indenture has similar provisions to the Sprint Indenture, including an
identical lien covenant relating to Sprint. Copies of each of the Indentures
are filed as exhibits to the Registration Statement of which this Prospectus
forms a part.
A summary of certain provisions of the Indentures follows. The summary is not
complete and is qualified in its entirety by express reference to the detailed
provisions of the Indentures, including the definitions in the Indentures of
certain terms. All section references below are to sections of the applicable
Indenture. You should read the Indentures, including the definition of terms in
the Indentures, for a more complete understanding of the provisions and the
terms described below.
GENERAL
The Indentures do not limit the amount of indebtedness that may be issued
thereunder. The Indentures provide that Debt Securities may be issued from time
to time in one or more series. The Debt Securities will be unsecured
obligations of Sprint or Sprint Capital.
The designation of the applicable Indenture, and the title, amount, maturity,
interest rate, terms for redemption, terms for sinking fund payments, and other
specific terms of the series of Debt Securities, including
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(i) the currency of payment of principal of and any premium and interest on the
Debt Securities, which may be United States dollars or any other currency or
currency unit, and (ii) any index used to determine the amount of payments of
principal of and any premium and interest on the Debt Securities, will be set
forth or summarized in the Prospectus Supplement.
Unless otherwise provided in the Prospectus Supplement, the Debt Securities
will be represented by one or more Global Securities. Consequently, the payment
of principal and any premium and interest on the Debt Securities will be made
as described below under "Book-Entry System" and "Same-Day Settlement and
Payment," and transfers of the Debt Securities can be made only as described
below under "Book-Entry System." In the event that Debt Securities in
definitive form are issued, the following provisions will apply:
(a) Principal of and any premium and interest on the Debt Securities will
be payable, and transfers of the Debt Securities will be registrable, at
the Corporate Trust Office of the Trustee, provided that at the option of
Sprint or Sprint Capital (in the case of Debt Securities issued by Sprint
Capital) payment of interest may be made by check mailed to the address of
the Person entitled thereto as it appears in the Security Register.
(Indentures, Sections 202, 305, and 1002) The Corporate Trust Office of
Bank One, N.A., is located at 100 East Broad Street, Columbus, Ohio 43215.
(b) The Debt Securities will be issued only in fully registered form
without coupons in denominations of $1,000 or any integral multiple
thereof. (Indentures, Sections 301 and 302).
No service charge will be made for any registration of transfer or exchange
of Debt Securities, but Sprint or Sprint Capital may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with such transfer or exchange, other than exchanges not involving any
transfer. (Indentures, Section 305)
Securities may be issued as Original Issue Discount Securities to be offered
and sold at a substantial discount below the stated principal amount. Federal
income tax consequences and other special considerations applicable to such
Original Issue Discount Securities will be described in the Prospectus
Supplement relating to such securities.
RESTRICTIVE COVENANT--SPRINT
Under the Indentures, Sprint and its Restricted Subsidiaries may not create,
incur or allow to exist any Lien upon any property or assets now owned or
hereafter acquired unless:
. such Lien is a Permitted Lien; or
. the outstanding Debt Securities (or, in the case of Debt Securities
issued by Sprint Capital, the outstanding Guarantees) are equally and
ratably secured by such Lien; or
. the aggregate principal amount of indebtedness secured by such Lien and
any other Lien (other than Permitted Liens) plus the Attributable Debt in
respect of any Sale and Leaseback Transaction does not exceed 15% of the
Consolidated Net Tangible Assets of Sprint and its subsidiaries. (Sprint
Indenture, Section 1008, Sprint Capital Indenture, Section 1012)
The definitions for capitalized terms used above are as follows:
"Attributable Debt" of a Sale and Leaseback Transaction means, at any date,
the total net amount of rent required to be paid under such lease during the
remaining term of the lease (excluding any subsequent renewal or other
extension options held by the lessee), discounted from the respective due dates
of such amounts to such date of determination at the rate of interest per annum
implicit in the terms of such lease, as determined in good faith by Sprint,
compounded annually. The net amount of rent required to be paid under any such
lease for any such period shall be the amount of rent payable by the lessee
with respect to such period, after excluding amounts
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required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges and contingent rents.
"Capital Lease Obligations" means indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with generally accepted accounting principles. The
amount of such indebtedness shall be the capitalized amount of such obligations
determined in accordance with generally accepted accounting principles
consistently applied.
"Consolidated Net Tangible Assets" of Sprint and its subsidiaries means the
consolidated total assets of Sprint and its subsidiaries as reflected in
Sprint's most recent balance sheet preceding the date of determination prepared
in accordance with generally accepted accounting principles consistently
applied, less (i) current liabilities (excluding current maturities of long-
term debt and Capital Lease Obligations) and (ii) goodwill, tradenames,
trademarks, patents, minority interests of others, unamortized debt discount
and expense and other similar intangible assets (excluding any investments in
permits or licenses issued, granted or approved by the Federal Communications
Commission).
"Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge, easement or
zoning restriction, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to property including any Capital Lease Obligation, conditional
sale or other title retention agreement having substantially the same economic
effect as any of the foregoing or any Sale and Leaseback Transaction.
"Permitted Liens" means:
(i) Liens existing on October 1, 1998;
(ii) Liens on property existing at the time of acquisition of such
property or to secure the payment of all or any part of the purchase price
of such property or to secure any indebtedness incurred prior to, at the
time of or within 270 days after the acquisition of such property for the
purpose of financing all or any part of the purchase price of such
property;
(iii) Liens securing indebtedness owing by a Restricted Subsidiary to
Sprint or any wholly-owned subsidiary of Sprint;
(iv) Liens on property of any entity, or on the stock, indebtedness or
other obligations of such entity, existing at the time (a) such entity
becomes a Restricted Subsidiary, (b) such entity is merged into or
consolidated with Sprint or a Restricted Subsidiary or (c) Sprint or a
Restricted Subsidiary acquires all or substantially all of the assets of
such entity, as long as no such Lien extends to any other property of
Sprint or any other Restricted Subsidiary;
(v) Liens on property to secure any indebtedness incurred to provide
funds for all or any part of the cost of development of or improvements to
such property;
(vi) Liens on the property of Sprint or any of its Restricted
Subsidiaries securing (a) nondelinquent performance of bids or contracts
(other than for borrowed money, obtaining of advances or credit or the
securing of debt), (b) contingent obligations on surety and appeal bonds
and (c) other nondelinquent obligations of a similar nature, in each case,
incurred in the ordinary course of business;
(vii) Liens securing Capital Lease Obligations, provided that (a) any
such Lien attaches to the property within 270 days after the acquisition
thereof and (b) such Lien attaches solely to the property so acquired;
(viii) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds, as long as such deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against access by Sprint or such Restricted Subsidiary, as
applicable, in excess of those set forth by regulations promulgated by the
Federal Reserve Board and such deposit account is not intended by Sprint or
such Restricted Subsidiary to provide collateral to the depository
institution;
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(ix) pledges or deposits under worker's compensation laws, unemployment
insurance laws or similar legislation;
(x) statutory and tax Liens for sums not yet due or delinquent or which
are being contested or appealed in good faith by appropriate proceedings;
(xi) Liens arising solely by operation of law, such as mechanics',
materialmen's, warehouseman's and carriers' Liens and Liens of landlords or
of mortgages of landlords, on fixtures and movable property located on
premises leased in the ordinary course of business;
(xii) Liens on personal property, other than shares of stock or
indebtedness of any Restricted Subsidiary, to secure loans maturing not
more than one year from the date of the creation thereof and on accounts
receivable associated with a receivables financing program of Sprint or any
of its Restricted Subsidiaries;
(xiii) any Lien created by or resulting from litigation or other
proceeding against, or upon property of, Sprint or a Restricted Subsidiary,
or any lien for workmen's compensation awards or similar awards, so long as
the finality of such judgment or award is being contested and execution
thereon is stayed or such Lien relates to a final unappealable judgment
which is satisfied within 30 days of such judgment or any Lien incurred by
Sprint or any Restricted Subsidiary for the purpose of obtaining a stay or
discharge in the course of any litigation or other proceeding, as long as
such judgment or award does not constitute an Event of Default under clause
(e) of "Events of Default" below;
(xiv) Liens on the real property of Sprint or a Restricted Subsidiary
which constitute minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning
or other restrictions as to the use of such real property, as long as all
of the liens referred to in this clause (xiv) in the aggregate do not at
any time materially detract from the value of such real property or
materially impair its use in the operation of the business of Sprint and
its subsidiaries;
(xv) Liens on property of Sprint or a Restricted Subsidiary securing
indebtedness or other obligations issued by the United States of America or
any state or any department, agency or instrumentality or political
subdivision of the United States of America or any state, or by any other
country or any political subdivision of any other country, for the purpose
of financing all or any part of the purchase price of (or, in the case of
real property, the cost of construction on or improvement of) any property
or assets subject to such Liens (including Liens incurred in connection
with pollution control, industrial revenue or similar financings); and
(xvi) any renewal, extension or replacement (in whole or in part) of any
Lien permitted pursuant to (i), (ii), (iv), (v), (vii) and (xv) above or of
any indebtedness secured by any such Lien, as long as such extension,
renewal or replacement Lien is limited to all or any part of the same
property that secured the Lien extended, renewed or replaced (plus
improvements on such property) and the principal amount of indebtedness
secured by such Lien and not otherwise authorized by clauses (i), (ii),
(iv), (v), (vii) and (xv) does not exceed the principal amount of
indebtedness plus any premium or fee payable in connection with any such
renewal, extension or replacement so secured at the time of such renewal,
extension or replacement.
"Receivables Subsidiary" means a special purpose wholly-owned subsidiary
created in connection with any transactions that may be entered into by Sprint
or any of its subsidiaries pursuant to which Sprint or any of its subsidiaries
may sell, convey, grant a security interest in or otherwise transfer undivided
percentage interests in its receivables.
"Restricted Subsidiary" means any subsidiary of Sprint (other than a
Receivables Subsidiary or Sprint Capital) if:
(i) such subsidiary has substantially all of its property in the United
States (other than its territories and possessions); and
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(ii) at the end of the most recent fiscal quarter of Sprint preceding the
date of determination, the aggregate amount, determined in accordance with
generally accepted accounting principles consistently applied, of
securities of, loans and advances to, and other investments in, such
subsidiary held by Sprint and its other subsidiaries, less any securities
of, loans and advances to, and other investments in Sprint and Sprint's
other subsidiaries held by such subsidiary or any of its subsidiaries,
exceeded 15% of Sprint's Consolidated Net Tangible Assets.
"Sale and Leaseback Transaction" means any direct or indirect arrangement
pursuant to which property is sold or transferred by Sprint or a Restricted
Subsidiary and is thereafter leased back from the purchaser or transferee by
Sprint or such Restricted Subsidiary.
Unless otherwise indicated in the Prospectus Supplement, the covenants
contained in the Indentures and in the Debt Securities and Guarantees would not
necessarily afford holders protection in the event of a highly leveraged or
other transaction involving Sprint that may adversely affect holders.
RESTRICTIVE COVENANTS--SPRINT CAPITAL
Sprint Capital may not create, issue, assume or guarantee any unsecured
Funded Debt ranking prior to the Debt Securities issued by Sprint Capital.
(Sprint Capital Indenture, Section 1009)
Unless otherwise indicated in the Prospectus Supplement, Sprint Capital may
not create, assume or suffer to exist any Lien (as defined above) upon any of
its property or assets, now owned or hereafter acquired, without making
effective provision whereby the outstanding Debt Securities issued by Sprint
Capital shall be secured by such Lien equally and ratably with any and all
other obligations and indebtedness thereby secured, with certain specified
exceptions. (Sprint Capital Indenture, Section 1008)
EVENTS OF DEFAULT
Each of the following is an Event of Default under the Indentures with
respect to Debt Securities of any series:
(a) failure to pay principal of or any premium on any Debt Security of
that series at maturity;
(b) failure to pay any interest on any Debt Security of that series when
due, continued for 30 days;
(c) failure to deposit any sinking fund payment, when due, in respect of
any Debt Security of that series;
(d) failure to perform any other covenant or warranty in the applicable
Indenture (other than a covenant included solely for the benefit of series
of Debt Securities other than that series), continued for 60 days after
written notice as provided in such Indenture;
(e) default resulting in acceleration of more than $50,000,000 in
aggregate principal amount of any indebtedness for money borrowed by Sprint
or Sprint Capital or any other subsidiary of Sprint under the terms of the
instrument under which such indebtedness is issued or secured, if such
indebtedness is not discharged or such acceleration is not rescinded or
annulled within 10 days after written notice as provided in the Indentures;
(f) certain events of bankruptcy, insolvency or reorganization; and
(g) any other Event of Default provided with respect to Debt Securities
of that series. (Indentures, Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee with respect to
such Debt Securities or the holders of at least 25% in principal amount of the
outstanding Debt Securities of that series may declare the principal amount
(or, if any of the Debt
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Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Debt Securities of that series to be due and payable immediately by written
notice as provided in the applicable Indenture.
At any time after a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due based on acceleration has been obtained, the holders
of a majority in principal amount of the outstanding Debt Securities of that
series may, in accordance with the applicable Indenture, rescind and annul such
acceleration. (Indentures, Section 502)
Each Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders, unless such holders offer
reasonable indemnity to the Trustee. (Indentures, Sections 601 and 603) Subject
to such provisions for indemnification of the Trustee, the holders of a
majority in principal amount of the outstanding Debt Securities of any series
will have the right (in accordance with applicable law) to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series. (Indentures, Section 512)
Sprint and Sprint Capital will be required to furnish to the Trustee annually
a statement as to the performance by it of certain of its obligations under the
applicable Indenture and as to any default in such performance. (Indentures,
Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Sprint Indenture may be made by Sprint
and the Trustee, in most cases with the consent of the holders of a majority in
principal amount of the outstanding Debt Securities of each series affected by
such modification or amendment. Modifications and amendments of the Sprint
Capital Indenture may be made by Sprint, Sprint Capital and the Trustee, in
most cases with the consent of the holders of a majority in principal amount of
the outstanding Debt Securities of each series affected by such modification or
amendment.
Each Indenture provides that, without the consent of the holder of each
outstanding Debt Security affected thereby, no such modification or amendment
may
(a) change the date specified in the Debt Security for the payment of
the principal of, or any installment of principal of or interest on, such
Debt Security,
(b) reduce the principal amount of, or any premium or interest on, any
Debt Security,
(c) reduce the amount of principal of an Original Issue Discount
Security or any other Debt Security payable upon acceleration of the
maturity of such Debt Security,
(d) change the place or currency of payment of principal of, or any
premium or interest on, any Debt Security,
(e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security or
(f) reduce the percentage in principal amount of outstanding Debt
Securities of any series, the consent of whose holders is required for
any supplemental indenture amending or modifying the Indenture or for
waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults. (Indentures, Section 902)
In addition, the Sprint Capital Indenture provides that, without the consent
of the holder of each outstanding Debt Security affected thereby, no such
modification or amendment may modify or affect in any manner adverse
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<PAGE>
to the holders the terms and conditions and obligations of the Guarantor in
respect of the Guarantees of any Debt Securities.
The holders of a majority in principal amount of the outstanding Debt
Securities of any series issued under the Sprint Indenture and the Sprint
Capital Indenture may on behalf of the holders of all Debt Securities of that
series waive, insofar as that series is concerned, compliance by Sprint (or
Sprint and Sprint Capital, in the case of the Sprint Capital Indenture) with
certain restrictive provisions of the Indentures. (Sprint Indenture,
Section 1009, Sprint Capital Indenture, Sections 1010 and 1013) The holders of
a majority in principal amount of the outstanding Debt Securities of any series
may on behalf of the holders of all Debt Securities of that series waive any
past default under the applicable Indenture with respect to that series, except
a default in the payment of the principal of or any premium or interest on any
Debt Security of that series or in respect of a covenant or provision which
under the Indentures cannot be modified or amended without the consent of the
holder of each outstanding Debt Security of that series affected. (Indentures,
Section 513)
CONSOLIDATION, MERGER AND CONVEYANCES
Sprint (and, in the case of the Sprint Capital Indenture, Sprint Capital),
without the consent of any holders of outstanding Debt Securities, may
consolidate with or merge with or into, or transfer or lease its properties and
assets substantially as an entirety to, any corporation, partnership or trust,
or may acquire or lease the assets of any Person, provided that (i) the
corporation, partnership or trust formed by such consolidation or into which
Sprint or Sprint Capital is merged or which acquires or leases the assets of
Sprint or Sprint Capital substantially as an entirety is organized under the
laws of any United States jurisdiction and assumes the obligations of Sprint or
Sprint Capital, as applicable, under the Debt Securities or the Guarantees, as
the case may be, and under the Indentures, (ii) after giving effect to the
transaction no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, has happened and is continuing,
and (iii) certain other conditions specified in the Indentures are met.
Thereafter, all such obligations of Sprint or Sprint Capital, as the case may
be, terminate. (Indentures, Sections 801 and 802)
DEFEASANCE
Unless otherwise indicated in the Prospectus Supplement, the following
defeasance provisions will apply to the Debt Securities.
The Indentures provide that Sprint (or Sprint and Sprint Capital, in the case
of Debt Securities issued under the Sprint Capital Indenture) may elect either
(A) to defease and be discharged from any and all obligations with respect to
such Debt Securities and the Guarantees of such Debt Securities (with certain
limited exceptions described below) ("defeasance") or (B) to be released from
its obligations with respect to such Debt Securities under Sections 501(5) and
1008 of the Sprint Indenture and Sections 501(5), 1008, 1009 and 1012 of the
Sprint Capital Indenture (being the cross-default provision described in clause
(e) under "Events of Default" and the restriction described under "Restrictive
Covenant--Sprint" and, in the case of the Sprint Capital Indenture, the
restrictions described under "Restrictive Covenants--Sprint Capital") and
certain other obligations, including obligations under covenants provided for
the specific benefit of Debt Securities of that series ("covenant defeasance").
In order to accomplish defeasance or covenant defeasance, Sprint or Sprint
Capital must deposit with the Trustee (or other qualifying trustee), in trust
for such purpose, money and/or U.S. Government Obligations which through the
payment of principal and interest in accordance with their terms will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Debt Securities on the scheduled due dates therefor. Such a
trust may be established only if, among other things, Sprint or Sprint Capital
has delivered to the Trustee an opinion of counsel to the effect that the
holders of such Debt Securities will not recognize gain or loss for Federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance or
covenant defeasance had not occurred. Such opinion, in the case of defeasance
under
10
<PAGE>
clause (A) above, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable Federal income tax law occurring
after October 1, 1998. The obligations which are not discharged in a defeasance
under clause (A) above are those relating to the rights of holders of
outstanding Debt Securities to receive, solely from the trust fund described
above, payments in respect of the principal of and any premium and interest on
Debt Securities when due as set forth in Section 1304 of the Indentures, and
obligations to register the transfer or exchange of such Debt Securities, to
replace temporary or mutilated, destroyed, lost or stolen Debt Securities, to
maintain an office or agency in respect of the Debt Securities, to hold moneys
for payment in trust and to compensate, reimburse and indemnify the Trustee.
(Indentures, Article Thirteen)
The Prospectus Supplement may further describe additional provisions, if any,
permitting defeasance or covenant defeasance with respect to the Debt
Securities of a particular series.
REGARDING THE TRUSTEE
Sprint has a normal business banking relationship with the Trustee, including
the maintenance of an account and the borrowing of funds. The Trustee may own
Debt Securities.
GOVERNING LAW
New York law (without regard to principles of conflicts of law) will govern
the Indentures, the Debt Securities and the Guarantees.
GLOBAL SECURITIES
Unless otherwise provided in the Prospectus Supplement, each series of the
Debt Securities will be issued in the form of one or more Global Securities
that will be deposited with, or on behalf of, The Depository Trust Company, as
Depositary. Interests in the Global Securities will be issued only in
denominations of $1,000 or integral multiples thereof. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
BOOK-ENTRY SYSTEM
Initially, the Debt Securities will be registered in the name of Cede & Co.,
the nominee of the Depositary. Accordingly, beneficial interests in the Debt
Securities will be shown on, and transfers of the Debt Securities will be
effected only through, records maintained by the Depositary and its
participants.
The Depositary has advised Sprint, Sprint Capital and any underwriters,
dealers or agents as follows: the Depositary is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
The Depositary holds securities that its participants ("Direct Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Direct Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in such Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers (including any underwriters, dealers or agents),
banks, trust companies, clearing corporations, and certain other organizations.
The Depositary is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Direct and Indirect Participants are on file with the SEC.
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<PAGE>
The Depositary advises that its established procedures provide that (i) upon
issuance of the Debt Securities, the Depositary will credit the accounts of
Direct and Indirect Participants designated by the Underwriters with the
principal amounts of the Debt Securities purchased by the Underwriters and (ii)
ownership of interest in the Global Securities will be shown on, and the
transfer of the ownership will be effected only through, records maintained by
the Depositary, the Direct Participants and the Indirect Participants. The laws
of some states require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, the ability to
transfer beneficial interest in the Global Securities is limited to such
extent.
So long as a nominee of the Depositary is the registered owner of the Global
Securities, such nominee for all purposes will be considered the sole owner or
holder of such Global Securities under the applicable Indenture. Except as
provided below, owners of beneficial interests in the Global Securities will
not be entitled to have Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities in
definitive form and will not be considered the owners or holders of the Debt
Securities under the applicable Indenture.
Neither Sprint, Sprint Capital, the Trustee, any paying agent nor the
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Securities, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Principal and interest payments on the Debt Securities registered in the name
of the Depositary's nominee will be made in immediately available funds to the
Depositary's nominee as the registered owner of the Global Securities. Under
the terms of the Debt Securities, Sprint, Sprint Capital and the Trustee will
treat the persons in whose names the Debt Securities are registered as the
owners of such Debt Securities for the purpose of receiving payment of
principal and interest on such Debt Securities and for all other purposes.
Therefore, neither Sprint, Sprint Capital, the Trustee nor any paying agent has
any direct responsibility or liability for the payment of principal or interest
on the Debt Securities to owners of beneficial interests in the Global
Securities. The Depositary has advised Sprint, Sprint Capital and the Trustee
that its current practice is upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date in
accordance with their respective holdings of beneficial interests in the Global
Securities as shown on the Depositary's records, unless the Depositary has
reason to believe that it will not receive payment on the payment date.
Payments by Direct and Indirect Participants to owners of beneficial interest
in the Global Securities will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Direct and Indirect Participants and not of the
Depositary, the Trustee, Sprint or Sprint Capital, subject to any statutory
requirements that may be in effect from time to time. Payment of principal and
interest to the Depositary is the responsibility of the issuer of the Debt
Securities or the Trustee. Disbursement of such payments to the owners of
beneficial interests in the Global Securities shall be the responsibility of
the Depositary and Direct and Indirect Participants.
Debt Securities represented by a Global Security will be exchangeable for
Debt Securities in definitive form of like tenor as such Global Security in
denominations of $1,000 and in any greater amount that is an integral multiple
if the Depositary notifies Sprint or Sprint Capital that it is unwilling or
unable to continue as Depositary for such Global Security, or if at any time
the Depositary ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by Sprint or Sprint Capital, as
applicable, within 90 days, or Sprint or Sprint Capital, as applicable, in its
discretion at any time determines not to require all of the Debt Securities to
be represented by a Global Security and notifies the Trustee of such decision.
Any Debt Securities that are exchangeable pursuant to the preceding sentence
are exchangeable for Debt Securities issuable in authorized denominations and
registered in such names as the Depositary shall direct. Subject to the
foregoing, a Global Security is not exchangeable, except for a Global Security
or Global Securities of the same aggregate denominations to be registered in
the name of the Depositary or its nominee.
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<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debt Securities will be made by any underwriters, dealers
or agents in immediately available funds. So long as the Depositary continues
to make its Same-Day Funds Settlement System available to Sprint or Sprint
Capital, as applicable, all payments of principal and interest on the Debt
Securities will be made by Sprint or Sprint Capital, as applicable, in
immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Debt
Securities will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debt Securities
will therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Debt Securities.
DESCRIPTION OF GUARANTEES
Sprint will unconditionally guarantee the due and punctual payment of the
principal, any premium and interest on the Debt Securities issued by Sprint
Capital when and as the same shall become due and payable, whether at maturity
or otherwise. (Sprint Capital Indenture, Section 311) The Guarantees will rank
equally with all other unsecured and unsubordinated obligations of Sprint. The
Guarantees provide that in the event of a default in payment of principal, any
premium or interest on a Debt Security, the Holder of the Debt Security may
institute legal proceedings directly against Sprint to enforce the Guarantee
without first proceeding against Sprint Capital. The Sprint Capital Indenture
provides that Sprint may under certain circumstances assume all rights and
obligations of Sprint Capital under the Sprint Capital Indenture with respect
to a series of Debt Securities issued by Sprint Capital.
VALIDITY OF THE DEBT SECURITIES AND GUARANTEES
The validity of the Debt Securities and the Guarantees will be passed upon
for Sprint Capital and Sprint by Don A. Jensen, Esq., Vice President and
Secretary of Sprint Capital and Sprint, and for any underwriters by Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
As of September 30, 1998, Mr. Jensen was the beneficial owner of approximately
31,000 shares of Sprint common stock and had options to purchase in excess of
60,000 shares of Sprint common stock.
EXPERTS
The consolidated financial statements and consolidated financial statement
schedule of Sprint appearing in Sprint's Annual Report (Form 10-K) for the year
ended December 31, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference which, as to the year 1997, is based in part
on the report of Deloitte & Touche LLP, independent auditors. Such consolidated
financial statements and consolidated financial statement schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
The consolidated financial statements of Sprint and the combined financial
statements of the FON Group and the PCS Group appearing in Sprint's Proxy
Statement/Prospectus that forms a part of Registration Statement No. 333-65173
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports thereon included therein and incorporated herein by reference
which, as to the year 1997 for the consolidated financial statements of Sprint
and the years 1997, 1996 and 1995 for the combined financial statements of the
PCS Group, are based in part on the reports of Deloitte & Touche LLP,
independent auditors. Such consolidated financial statements of Sprint and
combined financial statements of the FON Group and the PCS Group are
13
<PAGE>
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
The combined financial statements of Sprint Spectrum Holding Company, L.P.
and subsidiaries, MinorCo, L.P. and subsidiaries, PhillieCo Partners I, L.P.
and subsidiaries and PhillieCo Partners II, L.P. and subsidiaries as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, incorporated in this Prospectus by reference from the Sprint
Corporation Registration Statement No. 333-65173 and the related combined
financial statement schedule included in this Registration Statement have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports (which express an unqualified opinion and include an explanatory
paragraph referring to the emergence from the development stage) which is
included or incorporated herein by reference in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements and the related financial statement
schedule, incorporated in this Prospectus by reference from the Sprint Spectrum
L.P. and Sprint Spectrum Finance Corporation Annual Reports on Form 10-K for
the year ended December 31, 1997, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports (which express an unqualified
opinion and include an explanatory paragraph referring to the emergence from
the development stage) which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements and the related financial statement
schedule of Sprint Spectrum Holding Company, L.P. and subsidiaries as of
December 31, 1997 and 1996, not separately presented in this Prospectus,
incorporated in this Prospectus by reference from the Sprint Corporation Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report (which
expresses an unqualified opinion and includes an explanatory paragraph
referring to the emergence from the development stage) which is incorporated
herein by reference in reliance upon the report of such firm given their
authority as experts in accounting and auditing.
PLAN OF DISTRIBUTION
With respect to the offering of the Debt Securities, the following summary
of the plan of distribution will be supplemented by a description of such
offering, including the particular terms and conditions of such offering, set
forth in the applicable Prospectus Supplement relating to such Debt Securities.
Sprint and Sprint Capital may sell Debt Securities in any of three ways: (i)
through underwriters or dealers; (ii) directly to one or a limited number of
institutional purchasers; or (iii) through agents. Each Prospectus Supplement
with respect to a series of Debt Securities will set forth the terms of the
offering of such Debt Securities, including the name or names of any
underwriters or agents, the price of such Debt Securities and the net proceeds
to Sprint or Sprint Capital, as the case may be, from such sale, any
underwriting discounts, commissions or other items constituting underwriters'
or agents' compensation, any discount or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which such Debt Securities may
be listed.
If underwriters are used in the sale, the Debt Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
of investment banking firms represented by managing underwriters, or directly
by one or more such investment banking firms or others, as designated. Unless
otherwise set forth in the applicable Prospectus Supplement, the obligations of
the underwriters to purchase the Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all
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<PAGE>
of the Debt Securities offered thereby if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Debt Securities may be sold directly by Sprint or Sprint Capital to one or
more institutional purchasers, or through agents designated by Sprint or Sprint
Capital from time to time. Any agent involved in the offer or sale of the Debt
Securities will be named, and any commissions payable by Sprint or Sprint
Capital, as the case may be, to such agent will be set forth, in the applicable
Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
If so indicated in the applicable Prospectus Supplement, Sprint or Sprint
Capital, as the case may be, will authorize agents, underwriters or dealers to
solicit offers by certain specified institutions to purchase the Debt
Securities from Sprint or Sprint Capital, as the case may be, at the public
offering price set forth in such Prospectus Supplement plus accrued interest,
if any, pursuant to delayed delivery contracts providing for payment and
delivery on one or more specified dates in the future. Institutions with which
such contracts may be made include commercial and saving banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all such cases such institutions must be
approved by Sprint or Sprint Capital, as the case may be. Such contracts will
be subject only to those conditions set forth in such Prospectus Supplement and
such Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.
Agents, underwriters and dealers may be entitled under agreements entered
into with Sprint or Sprint and Sprint Capital to indemnification by Sprint or
Sprint and Sprint Capital against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribution
with respect to payments which the agents, underwriters or dealers may be
required to make in respect of such civil liabilities.
Agents, underwriters and dealers may engage in transactions with or perform
services for Sprint and Sprint Capital in the ordinary course of business.
The Debt Securities will be new issues of Debt Securities with no established
trading market. Underwriters and agents to whom Debt Securities are sold by
Sprint or Sprint Capital for public offering and sale may make a market in such
Debt Securities, but such underwriters and agents will not be obligated to do
so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the Debt
Securities.
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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY IN-
FORMATION OR REPRESENT ANYTHING THAT IS NOT CONTAINED IN THIS PROSPECTUS OR THE
ACCOMPANYING PROSPECTUS SUPPLEMENT. YOU MUST NOT RELY ON ANY UNAUTHORIZED IN-
FORMATION. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
OFFER TO SELL AND ARE NOT A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN
ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS
CURRENT ONLY AS OF , 1998.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information........................................ 2
Sprint Capital Corporation................................................. 3
Sprint Corporation......................................................... 3
Use of Proceeds............................................................ 4
Ratios of Earnings to Fixed Charges........................................ 4
Description of Debt Securities............................................. 4
Description of Guarantees.................................................. 13
Validity of the Debt Securities and Guarantees............................. 13
Experts.................................................................... 13
Plan of Distribution....................................................... 14
</TABLE>
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- --------------------------------------------------------------------------------
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Sprint Corporation
Sprint Capital Corporation
DEBT SECURITIES
GUARANTEES
-------
PROSPECTUS
-------
, 1998
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fee.............................................. $2,069,049
Printing Expense.............................................. 500,000
Fees and Expenses of Trustee.................................. 10,000
Accounting Fees and Expenses.................................. 215,000
Rating Agency Fees ........................................... 1,100,000
Legal Fees and Expenses ...................................... 100,000
Blue Sky Fees and Legal Investment Fees and Expenses ......... 0
Miscellaneous................................................. 25,000
----------
Total .................................................... $4,019,049
==========
</TABLE>
- --------
* All expenses, other than the registration fee, are estimated.
ITEM 15.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of Sprint Capital Corporation ("Sprint
Capital") provide that the corporation shall indemnify its officers and
directors to the fullest extent permitted by the General Corporation Law of
Delaware.
Consistent with Section 145 of the General Corporation Law of Delaware and
Section 17-6305 of the Kansas Statutes Annotated, respectively, Article Five,
Section 5.1 of the Bylaws of Sprint Capital and Article IV, Section 10 of the
Bylaws of Sprint Corporation ("Sprint") provide that each corporation will
indemnify its directors and officers against expenses, judgments, fines and
amounts paid in settlement in connection with any action, suit or proceeding
if the director or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation.
With respect to a criminal action or proceeding, the director or officer must
also have had no reasonable cause to believe his conduct was unlawful.
Under Article Five, Section 5.7 of the Bylaws of Sprint Capital and Article
IV, Section 10 of the Bylaws of Sprint, Sprint Capital and Sprint may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability arising out of his status as such, whether or not the
corporation would have the power to indemnify such persons against liability.
Sprint carries standard directors and officers liability coverage for its
directors and officers and the directors and officers of its subsidiaries,
including Sprint Capital. Subject to certain limitations and exclusions, the
policies reimburse the corporation for liabilities indemnified under the
Bylaws and indemnify the directors and officers against additional liabilities
not indemnified under the Bylaws.
Sprint has entered into indemnification agreements with its directors and
officers. These agreements provide for the indemnification, to the full extent
permitted by law, of expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the director or officer in connection with any
threatened, pending or completed action, suit or proceeding on account of
service as a director, officer, employee or agent of Sprint. All of the
directors and most of the officers of Sprint Capital are also officers of
Sprint and therefore have such indemnification agreements.
Reference is made to the indemnity agreements contained in the Underwriting
Agreement relating to the Securities filed as Exhibit I to the Registration
Statement.
II-1
<PAGE>
ITEM 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1 --Form of Underwriting Agreement.
4-A --Form of Indenture (including form of security) dated as of October
1, 1998, between Sprint Corporation and Bank One, N.A., as Trustee.
4-B --Form of Indenture (including form of security) dated as of October
1, 1998, among Sprint Capital Corporation, Sprint Corporation and
Bank One, N.A., as Trustee.
5 --Opinion and Consent of Don A. Jensen, Esq.
10-A --364-Day Credit Agreement, dated as of August 7, 1998, among Sprint
Corporation and Sprint Capital Corporation, as Borrowers, and the
Initial Lenders Named Therein, as Initial Lenders, and Citibank,
N.A., as Administrative Agent, and Morgan Guaranty Trust Company of
New York, as Syndication Agent, and Bank of America National Trust
and Savings Association and The Chase Manhattan Bank, as Documenta-
tion Agents (filed as Exhibit 10.23 to Sprint Corporation Registra-
tion Statement No. 333-64241 and incorporated herein by reference).
10-B --Five-Year Credit Agreement, dated as of August 7, 1998, among
Sprint Corporation and Sprint Capital Corporation, as Borrowers,
and the Initial Lenders Named Therein, as Initial Lenders, and
Citibank, N.A., as Administrative Agent, and Morgan Guaranty Trust
Company of New York, as Syndication Agent, and Bank of America Na-
tional Trust and Savings Association and The Chase Manhattan Bank,
as Documentation Agents (filed as Exhibit 10.24 to Sprint Corpora-
tion Registration Statement No. 333-64241 and incorporated herein
by reference).
12 --Computation of Ratios of Earnings to Fixed Charges.
23-A --Consent of Ernst & Young LLP.
23-B --Consent of Deloitte & Touche LLP.
23-C --Consent of Don A. Jensen, Esq. is contained in his Opinion filed
as Exhibit 5.
24 --Powers of Attorney are contained on pages II-7 and II-9 of this
Registration Statement.
25 --Statement of Eligibility on Form T-1 of Bank One, N.A., under In-
denture dated as of October 1, 1998, between Sprint Corporation and
Bank One, N.A., as Trustee and under Indenture dated as of October
1, 1998, among Sprint Capital Corporation, Sprint Corporation and
Bank One, N.A., as Trustee.
</TABLE>
II-2
<PAGE>
(B) FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Sprint Corporation
We have audited the consolidated financial statements of Sprint Corporation
("Sprint") as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, and have issued our report thereon
dated February 3, 1998, except for Note 1, as to which the date is May 26,
1998. Our audits also included the financial statement schedule included in
Item 16(b) of this Registration Statement. This schedule is the responsibility
of the management of Sprint. Our responsibility is to express an opinion based
on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Kansas City, Missouri
February 3, 1998
SPRINT CORPORATION
SCHEDULE II--CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONS
----------------
BALANCE CHARGED CHARGED BALANCE
BEGINNING TO TO OTHER OTHER END OF
OF YEAR INCOME ACCOUNTS DEDUCTIONS YEAR
--------- ------- -------- ---------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
1997
Allowance for doubtful
accounts..................... $117.4 $388.9 $ 4.0 $(363.6)(1) $146.7
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 13.7 $ 2.6 $ -- $ (4.5) $ 11.8
------ ------ ----- ------- ------
1996
Allowance for doubtful
accounts..................... $125.8 $248.5 $(1.5) $(255.4)(1) $117.4
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 17.4 $ 1.9 $ -- $ (5.6) $ 13.7
------ ------ ----- ------- ------
1995
Allowance for doubtful
accounts..................... $ 87.5 $219.2 $ 7.0 $(187.9)(1) $125.8
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 21.1 $ 4.3 $ -- $ (8.0) $ 17.4
------ ------ ----- ------- ------
</TABLE>
- --------
(1) Accounts written off, net of recoveries.
II-3
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Sprint Corporation
We have audited the combined financial statements of the FON Group (as
described in Note 2 to the combined financial statements) as of December 31,
1997 and 1996, and for each of the three years in the period ended December
31, 1997, and have issued our report thereon dated February 3, 1998, except
for Note 1, as to which the date is May 26, 1998. Our audits also included the
combined financial statement schedule included in Item 16(b) of this
Registration Statement. This schedule is the responsibility of the management
of Sprint Corporation. Our responsibility is to express an opinion based on
our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Kansas City, Missouri
February 3, 1998
FON GROUP
SCHEDULE II--COMBINED VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONS
----------------
BALANCE CHARGED CHARGED BALANCE
BEGINNING TO TO OTHER OTHER END OF
OF YEAR INCOME ACCOUNTS DEDUCTIONS YEAR
--------- ------- -------- ---------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
1997
Allowance for doubtful
accounts..................... $117.4 $388.9 $ 4.0 $(363.6)(1) $146.7
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 13.7 $ 2.6 $ -- $ (4.5) $ 11.8
------ ------ ----- ------- ------
1996
Allowance for doubtful
accounts..................... $125.8 $248.5 $(1.5) $(255.4)(1) $117.4
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 17.4 $ 1.9 $ -- $ (5.6) $ 13.7
------ ------ ----- ------- ------
1995
Allowance for doubtful
accounts..................... $ 87.5 $219.2 $ 7.0 $(187.9)(1) $125.8
------ ------ ----- ------- ------
Valuation allowance--deferred
income tax assets............ $ 21.1 $ 4.3 $ -- $ (8.0) $ 17.4
------ ------ ----- ------- ------
</TABLE>
- --------
(1) Accounts written off, net of recoveries.
II-4
<PAGE>
INDEPENDENT AUDITORS' REPORT
Partners of Sprint Spectrum Holding Company, L.P., MinorCo, L.P., PhillieCo
Partners I, L.P. and PhillieCo Partners II, L.P.
Kansas City, Missouri
We have audited the combined financial statements of Sprint Spectrum Holding
Company, L.P. and subsidiaries, MinorCo, L.P. and subsidiaries, PhillieCo
Partners I, L.P. and subsidiaries and PhillieCo Partners II, L.P. and
subsidiaries (the "Partnerships") as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997, and have issued
our report thereon dated May 26, 1998 (August 6, 1998 as to Note 4). Our
audits also included the combined financial statement schedule of the
Partnerships, included in Item 16(b) of this Registration Statement. This
financial statement schedule is the responsibility of the Partnerships'
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
Deloitte & Touche LLP
Kansas City, Missouri
May 26, 1998
(August 6, 1998 as to Note 4)
SPRINT SPECTRUM HOLDING COMPANY
COMBINED WITH MINORCO AND PHILLIECO
SCHEDULE II--COMBINED VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONS
---------------------
BALANCE AT CHARGED CHARGED BALANCE AT
BEGINNING TO COSTS AND TO OTHER OTHER END OF
DESCRIPTION OF YEAR EXPENSE ACCOUNTS DEDUCTIONS YEAR
- ------------------------ ---------- ------------ -------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Receivables
1997
Allowance for doubtful
accounts.............. $202 $11,539 $-- $(4,426)(1) $7,315
1996
Allowance for doubtful
accounts.............. $-- $ 202 $-- $ -- $ 202
1995
Allowance for doubtful
accounts.............. $-- $ -- $-- $ -- $ --
</TABLE>
- --------
(1) Accounts written off, net of recoveries.
II-5
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant Sprint
Corporation pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant Sprint Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions described under Item 15
above, or otherwise, the Registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF WESTWOOD, STATE OF KANSAS, ON THE 13TH DAY OF
OCTOBER, 1998.
SPRINT CORPORATION
/s/ W.T. Esrey
By: ___________________________________
(W.T. Esrey, Chairman of the
Board)
POWER OF ATTORNEY
WE, THE UNDERSIGNED OFFICERS AND DIRECTORS OF SPRINT CORPORATION, HEREBY
SEVERALLY CONSTITUTE W.T. ESREY, A.B. KRAUSE AND J.R. DEVLIN AND EACH OF THEM
SINGLY, OUR TRUE AND LAWFUL ATTORNEYS WITH FULL POWER TO THEM, AND EACH OF THEM
SINGLY, TO SIGN FOR US AND IN OUR NAMES IN THE CAPACITIES INDICATED BELOW THE
REGISTRATION STATEMENT FILED HEREWITH AND ANY AND ALL AMENDMENTS TO SAID
REGISTRATION STATEMENT, AND GENERALLY TO DO ALL SUCH THINGS IN OUR NAME AND
BEHALF IN OUR CAPACITIES AS OFFICERS AND DIRECTORS TO ENABLE SPRINT CORPORATION
TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
ALL REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION, HEREBY RATIFYING
AND CONFIRMING OUR SIGNATURES AS THEY MAY BE SIGNED BY OUR SAID ATTORNEYS, OR
ANY OF THEM, TO SAID REGISTRATION STATEMENT AND ANY AND ALL AMENDMENTS THERETO.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
NAME TITLE DATE
/s/ W.T. Esrey Chairman of the Board
- ------------------------------------ and Chief Executive
(W.T. Esrey) Officer (Principal
Executive Officer)
/s/ A.B. Krause Executive Vice
- ------------------------------------ President--Chief
(A.B. Krause) Financial Officer
(Principal Financial
Officer)
/s/ John P. Meyer Senior Vice President
- ------------------------------------ and Controller October 13,
(J. P. Meyer) (Principal Accounting 1998
Officer)
/s/ DuBose Ausley Director
- ------------------------------------
(DuBose Ausley)
/s/ Warren L. Batts Director
- ------------------------------------
(Warren L. Batts)
II-7
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Michel Bon
_________________________________ Director
(Michel Bon)
/s/ I. O. Hockaday Director
_________________________________
(Irvine O. Hockaday, Jr.)
/s/ Harold S. Hook Director
_________________________________
(Harold S. Hook)
/s/ Ronald T. LeMay Director October , 1998
_________________________________
(Ronald T. LeMay)
/s/ Linda Koch Lorimer Director
_________________________________
(Linda Koch Lorimer)
/s/ Charles E. Rice Director
_________________________________
(Charles E. Rice)
/s/ Ron Sommer Director
_________________________________
(Ron Sommer)
/s/ Stewart Turley Director
_________________________________
(Stewart Turley)
</TABLE>
II-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF WESTWOOD, STATE OF KANSAS ON THE 13TH DAY OF
OCTOBER, 1998.
SPRINT CAPITAL CORPORATION
/s/ A.B. Krause
By: ___________________________________
(A.B. Krause, President)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint Capital Corporation,
hereby severally constitute D.A. Jensen, A.B. Krause and M.J. Strandjord and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement filed herewith and any and all
amendments to said Registration Statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
Sprint Capital Corporation to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
NAME TITLE DATE
/s/ A.B. Krause President and Chief
- ------------------------------------ Executive Officer and
(A.B. Krause) Director
(Principal Executive
Officer)
/s/ M. Jeannine Strandjord Senior Vice President
- ------------------------------------ and Chief Financial
(M.J. Strandjord) Officer and
Director (Principal
Financial
Officer) October 13,
1998
/s/ J.P. Meyer Senior Vice
- ------------------------------------ President and
(J.P. Meyer) Controller
(Principal
Accounting
Officer)
/s/ Don A. Jensen Director
- ------------------------------------
(Don A. Jensen)
II-9
<PAGE>
EXHIBIT 1
Sprint Corporation
and
Sprint Capital Corporation
. % Notes/Debentures Due .
Underwriting Agreement
New York, New York
[Date]
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Ladies and Gentlemen:
Sprint Corporation, a corporation organized under the laws of Kansas
("Sprint"), and Sprint Capital Corporation, a corporation organized under the
laws of Delaware and a wholly owned subsidiary of Sprint ("Sprint Capital";
Sprint Capital, together with Sprint jointly and severally, being hereafter
called the "Company" if Sprint Capital is identified as the issuer and Sprint is
identified as a guarantor on Schedule I hereto; otherwise, the term "Company"
shall refer to Sprint), propose to sell to the several underwriters named in
Schedule II hereto (the "Underwriters"), for whom you (the "Representatives")
are acting as representatives, the principal amount and type of securities
identified on Schedule I hereto (such securities, including the guarantee
relating thereto to be issued by Sprint, being hereinafter called the
"Securities"). The Securities are to be issued under an Indenture dated as of
October 1, 1998 (the "Sprint Capital Indenture"), among Sprint, Sprint Capital
and Bank One, N.A., as trustee, or under an Indenture dated as of October 1,
1998 (the "Sprint Indenture"; the Sprint Indenture, together with the Sprint
Capital Indenture, being hereafter called the "Indentures") between Sprint and
Bank One, N.A., as trustee. The Applicable Indenture is identified in Schedule I
hereto. To the extent there are no additional Underwriters listed on Schedule I
other than you, the term Representatives as used herein shall mean you, as
Underwriters, and the terms Representatives and Underwriters shall mean either
the singular or plural as the context requires. Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus
or the Final 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 Exchange Act on or before the
<PAGE>
2
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final 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 the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be, deemed to be incorporated therein by reference. Reference in this
agreement to "subsidiaries" of the Company shall be deemed to include each of
the PCS Companies, regardless of whether any such PCS Companies are actually
subsidiaries of the Company as of the date applicable to such reference. Certain
terms used herein are defined in Section 17 hereof.
1. Representations and Warranties. The Company represents and
-------------------------------
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.
(a) The Company meets the requirements for use of Form S-3 under the
Act and has prepared and filed with the Commission a registration statement
(the file number of which is set forth in Schedule I hereto) on Form S-3,
including a related basic prospectus, for registration under the Act of the
offering and sale of the Securities. The Company may have filed one or more
amendments thereto, and may have used a Preliminary Final Prospectus, each
of which has previously been furnished to you. The Company will next file
with the Commission one of the following: (1) after the Effective Date of
such registration statement, a final prospectus supplement relating to the
Securities in accordance with Rules 430A and 424(b), (2) prior to the
Effective Date of such registration statement, an amendment to such
registration statement (including the form of final prospectus supplement)
or (3) a final prospectus in accordance with Rules 415 and 424(b). In the
case of clause (1), the Company has included in such registration
statement, as amended at the Effective Date, all information (other than
Rule 430A Information) required by the Act and the rules thereunder to be
included in such registration statement and the Final Prospectus. As filed,
such registration statement and the Final Prospectus or such amendment and
form of final prospectus supplement shall contain all information
(including, in the case of clause (1), Rule 430A Information) required by
the Act and the rules thereunder to be included in such registration
statement and the Final Prospectus, and, except to the extent the
Representatives shall agree in writing to a modification,
<PAGE>
3
shall be in all substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other changes
(beyond that contained in the Basic Prospectus and any Preliminary Final
Prospectus) as the Company has advised you, prior to the Execution Time,
will be included or made therein. The Registration Statement, at the
Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; on the Effective Date
and at the Execution Time, the Registration Statement did not or will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein not misleading; on the Effective Date and on the
Closing Date the Indentures did or will comply in all material respects
with the applicable requirements of the Trust Indenture Act and the rules
thereunder; and, on the date of any filing pursuant to Rule 424(b) and on
the Closing Date, the Final Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations
-------- -------
or warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustee or (ii) the information contained in
or omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion in the Registration
Statement or the Final Prospectus (or any supplement thereto).
Any certificate signed by any officer of Sprint or Sprint Capital and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.
<PAGE>
4
2. Purchase and Sale. Subject to the terms and conditions and in
------------------
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
---------------------
shall be made on the date and at the time specified in Schedule I hereto or at
such time on such later date not more than three Business Days after the
foregoing date as the Representatives shall designate, which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.
4. Offering by Underwriters. It is understood that the several
-------------------------
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.
5. Agreements. The Company agrees with the several Underwriters
-----------
that:
(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereof, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file (other than, subject to Section
5(f) hereof, the filing of any prospectus supplement or preliminary
prospectus supplement relating to an offering of securities other than the
Securities covered by this Agreement or the filing of any document required
to be filed under the Exchange Act that upon filing is deemed to be
incorporated by reference in the Registration Statement or the Final
Prospectus) any amendment of the Registration Statement or supplement
(including the Final Prospectus or any Preliminary Final Prospectus) to the
Basic Prospectus or any Rule 462(b) Registration Statement unless the
Company has furnished you a copy for your review prior to filing and will
not file any such proposed amendment or supplement to which you reasonably
object. During such time the Company will not file any document required to
be
<PAGE>
5
filed under the Exchange Act that upon filing is deemed to be incorporated
by reference in the Registration Statement or the Final Prospectus unless
the Company has furnished to your counsel a copy for their review and
comment a reasonable amount of time prior to filing, which comments the
Company shall review in good faith. Subject to the foregoing two sentences,
if the Registration Statement has become or becomes effective pursuant to
Rule 430A, or filing of the Final Prospectus is otherwise required under
Rule 424(b), the Company will cause the Final Prospectus, properly
completed, and any supplement thereto to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Representatives of
such timely filing. The Company will promptly advise the Representatives
(1) when the Registration Statement, if not effective at the Execution
Time, shall have become effective, (2) when the Final Prospectus, and any
supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement
shall have been filed with the Commission, (3) when, prior to termination
of the offering of the Securities, any amendment to the Registration
Statement shall have been filed or become effective, (4) of any request by
the Commission or its staff for any amendment of the Registration
Statement, or any Rule 462(b) Registration Statement, or for any supplement
to the Final Prospectus or for any additional information, (5) of the
issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening of any
proceeding for that purpose and (6) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the institution or threatening
of any proceeding for such purpose. The Company will use its best efforts
to prevent the issuance of any such stop order or the suspension of any
such qualification and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the applicable provisions of the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will
<PAGE>
6
(1) notify the Representatives of such event, (2) prepare and file with the
Commission, subject to the second and third sentences of paragraph (a) of
this Section 5, an amendment or supplement which will correct such
statement or omission or effect such compliance and (3) supply any
supplemented Final Prospectus to you in such quantities as you may
reasonably request.
(c) As soon as practicable, Sprint will make generally available to
its security holders and to the Representatives an earnings statement or
statements which will satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the signed Registration
Statement (including exhibits thereto) and to each other Underwriter a copy
of the Registration Statement (without exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the
Act, as many copies of each Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the Representatives may reasonably
request.
(e) The Company will cooperate with you and with counsel for the
Underwriters in connection with the qualification of the Securities for
sale under the laws of such jurisdictions as the Representatives may
designate and will take such actions as are necessary to maintain such
qualifications in effect so long as required for the distribution of the
Securities; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified
or to take any action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the Securities, in
any jurisdiction where it is not now so subject.
(f) Until the earlier of the completion of the distribution of the
Securities (but in no event on or prior to the Closing Date) or the date
that is 10 Business Days after the Execution Date, the Company will not,
without the prior written consent of [insert name of lead Representative],
offer, sell or contract to sell, or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or
any affiliate of the Company or any person in privity with the Company or
any affiliate of the Company) directly or indirectly, or announce the
offering of, any debt securities
<PAGE>
7
issued or guaranteed by the Company (other than the Securities, short-term
commercial paper and similar debt instruments in the ordinary course of
business, exchanges of debt securities for other debt securities with
existing debt holders and issuances of securities pursuant to prior
contractual commitments).
(g) The Company will not take, directly or indirectly, any action
designed to or which has constituted or which might reasonably be expected
to cause or result, under the Exchange Act or otherwise, in stabilization
or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Securities.
(h) The Company will pay the costs and expenses relating to the
following matters: (i) the preparation, printing or reproduction and
filing with the Commission of the Registration Statement (including
financial statements and exhibits thereto), the Basic Prospectus, each
Preliminary Final Prospectus, each Final Prospectus, and each amendment or
supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, the Basic
Prospectus, each Preliminary Final Prospectus, each Final Prospectus, and
all amendments or supplements to any of them, as may, in each case, be
reasonably requested for use in connection with the offering and sale of
the Securities; (iii) the preparation, printing, authentication, issuance
and delivery of certificates for the Securities, including any stamp or
transfer taxes in connection with the original issuance and sale of the
Securities; (iv) the printing (or reproduction) and delivery of this
Agreement, any blue sky memorandum and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of
the Securities; (v) any registration of the Securities under the Exchange
Act and listing of the Securities on the New York Stock Exchange; (vi) any
registration or qualification of the Securities for offer and sale under
the securities or blue sky laws of the several states (including filing
fees and the reasonable fees and expenses of counsel for the Underwriters
relating to such registration and qualification); (vii) any filings
required to be made with the National Association of Securities Dealers,
Inc. (including filing fees and the reasonable fees and expenses of counsel
for the Underwriters relating to such filings); (viii) the transportation
and other expenses incurred by or on behalf of Company representatives in
connection with presentations to prospective purchasers of the Securities;
(ix) the fees and expenses of the Company's accountants and the fees and
expenses of counsel (including local and special counsel) for the Company;
and (x)
<PAGE>
8
all other costs and expenses incident to the performance by the
Company of its obligations under this Agreement.
6. Conditions to the Obligations of the Underwriters. The
--------------------------------------------------
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 9:30 AM on the Business Day following
the day on which the public offering price was determined, if such
determination occurred after 3:00 PM New York City time on such date; if
filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
will be filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
(b) The Company shall have requested King & Spalding, counsel for
Sprint, to have furnished to the Representatives its opinion, dated the
Closing Date and addressed to the Representatives, to the effect that:/1/
(i) the Indenture under which the Securities will be issued (the
"Applicable Indenture") has been duly qualified under the Trust
Indenture Act and, assuming the Indenture has been duly authorized,
executed and delivered by the Company, constitutes a legal, valid and
binding instrument enforceable against the Company in accordance with
its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity, including,
____________________
/1/King & Spalding opinion may only be applicable for the initial shelf takedown
<PAGE>
9
without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether considered in a
proceeding in equity or at law); and assuming that (when the
Securities are executed and authenticated in accordance with the
provisions of the Applicable Indenture and delivered to and paid for
by the Underwriters pursuant to this Agreement) the Securities will
have been duly authorized, executed and delivered, the Securities will
constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Applicable Indenture;
(ii) the Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any Preliminary
Final Prospectus and the Final 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); to the knowledge of
such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the financial
statements and schedules and other accounting or statistical
information included or incorporated by reference in, or omitted from,
the Registration Statement and the Final Prospectus and the Form T-1
Statement of Eligibility and Qualification filed as an exhibit to the
Registration Statement, as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; and
(iii) the Company 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 Final Prospectus, will not be an "investment
company" as defined in the Investment Company Act of 1940, as amended.
In addition, such counsel shall state that although it has not undertaken,
except as otherwise indicated in such opinion, to determine independently,
and does not assume any responsibility for, the accuracy, completeness or
fairness of the statements in the Registration Statement or the Final
Prospectus, such counsel has participated in the preparation of the
Registration Statement and the Final Prospectus (but not in the
preparation of any of the materials incorporated
<PAGE>
10
by reference therein, other than the Proxy Statement), and nothing has come
to its attention that causes it to believe that on the Effective Date the
Registration Statement contained any 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 that the Final
Prospectus, as of its date and on the Closing Date, contained or contains
any untrue statement of a material fact or omitted or omits to state any
material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading (in each
case other than the materials incorporated by reference in the Registration
Statement and the Final Prospectus (except the Proxy Statement), the
financial statements and schedules and other accounting or statistical
information included or incorporated by reference therein, or omitted
therefrom, and the Form T-1 Statement of Eligibility and Qualification
filed as an exhibit to the Registration Statement, as to which counsel need
not make any statement).
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of New York, the Federal laws of the United States or the Delaware General
Corporation Law, to the extent it deems proper and specified in such
opinion, upon the opinion of other counsel of good standing whom it
believes to be reliable and who are reasonably satisfactory to counsel for
the Underwriters and (B) as to matters of fact, to the extent it deems
proper, on certificates of responsible officers of the Company or the PCS
Companies and public officials. References to the Final Prospectus in this
paragraph (b) include any supplements thereto at the Closing Date.]
(c) The Company shall have requested [ ], in-house
counsel for Sprint, to have furnished to the Representatives such counsel's
opinion, dated the Closing Date and addressed to the Representatives, to
the effect that:
(i) each of Sprint and its Material Subsidiaries has been duly
incorporated and 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 in which it is chartered or
organized, with full corporate, limited liability company or
partnership power and authority to own or lease, as the case may be,
and to operate its properties and conduct its business as described in
the Final Prospectus, and is duly qualified to do business as a
foreign
<PAGE>
11
corporation or partnership and is in good standing under the
laws of each jurisdiction where the nature of its properties or the
conduct of its business requires such qualification, except where the
failure to so qualify does not have a Material Adverse Effect;
(ii) all the outstanding shares of capital stock or ownership
interests of each Material Subsidiary have been duly and validly
authorized and issued and are fully paid and nonassessable, and,
except as otherwise set forth or incorporated by reference in the
Final Prospectus, all outstanding shares of capital stock or ownership
interests of the Material Subsidiaries are owned by Sprint either
directly or through wholly owned subsidiaries free and clear of any
perfected security interest and, to the knowledge of such counsel,
after due inquiry, any other security interest, claim, lien or
encumbrance;
(iii) the Company's authorized equity capitalization is as set
forth or incorporated by reference in the Final Prospectus; and the
Securities conform in all material respects to the description thereof
contained in the Final Prospectus;
(iv) to the knowledge of such counsel, there is no pending or
threatened action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving
Sprint or any of its subsidiaries or its or their property, of a
character required to be disclosed in the Registration Statement which
is not disclosed in the Final Prospectus or incorporated by reference
therein, and there is no contract or other document of a character
required to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit thereto, which is not
described or filed as required or incorporated by reference therein;
and the statements included or incorporated by reference in the Final
Prospectus under the heading[s] "Certain Federal Income Tax
Consequences" and "[if the Final Prospectus includes or incorporates
by reference a discussion of legal or regulatory matters or
proceedings, add references to the appropriate sections of the Final
Prospectus]" fairly summarize the matters therein described;
(v) this Agreement, the Applicable Indenture and the Securities
have been duly authorized, executed and delivered by the Company;
<PAGE>
12
(vi) no consent, approval, authorization, filing with or order of
any court or governmental agency or body is required in connection
with the transactions contemplated herein, except such as have been
obtained under the Act and such as may be required under the blue sky
or securities laws of any jurisdiction in connection with the purchase
and distribution of the Securities by the Underwriters in the manner
contemplated in this Agreement and in the Final Prospectus and such
other approvals (specified in such opinion) as have been obtained;
(vii) neither the execution and delivery of the Applicable
Indenture, the issue and sale of the Securities, nor the consummation
of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach
or violation of, or imposition of any lien, charge or encumbrance upon
any property or assets of Sprint or its subsidiaries pursuant to, (i)
the charter or by-laws of Sprint or its Material Subsidiaries, (ii)
the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which Sprint or its subsidiaries
is a party or bound or to which its or their property is subject, or
(iii) any statute, law, rule, regulation, judgment, order or decree
applicable to Sprint or its subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over Sprint or its subsidiaries or any
of its or their properties that is known to such counsel, except, as
to (ii) and (iii), for such conflicts, breaches, violations or
impositions that could not reasonably be expected to have a Material
Adverse Effect; and
(viii) to the knowledge of such counsel, no holders of securities
of the Company have rights to the registration of such securities
under the Registration Statement.
In addition, such counsel shall state that although such counsel has not
undertaken, except as otherwise indicated in such opinion, to determine
independently, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements in the Registration Statement or
the Final Prospectus, such counsel has participated in the preparation of
the Registration Statement and the Final Prospectus, including the
documents incorporated by referenced therein, and nothing has come to such
counsel's attention that causes such counsel to believe that on the
<PAGE>
13
Effective Date the Registration Statement contained any 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 that
the Final Prospectus, as of its date and on the Closing Date, contained or
contains any untrue statement of a material fact or omitted or omits to
state any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading
(in each case other than the financial statements and schedules and other
accounting or statistical information included or incorporated by reference
therein, or omitted therefrom, and the Form T-1 Statement of Eligibility
and Qualification filed as an exhibit to the Registration Statement, as to
which counsel need not make any statement).
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of New York, the Federal laws of the United States (except with respect to
regulatory and tax matters), the Delaware General Corporation Law or the
laws of the State of Kansas, to the extent he deems proper and specified in
such opinion, upon the opinion (including with respect to regulatory and
tax matters) of other counsel of good standing whom he believes to be
reliable and who are reasonably satisfactory to counsel for the
Underwriters and (B) as to matters of fact, to the extent he deems proper,
on certificates of responsible officers of the Company and the PCS
Companies and public officials. References to the Final Prospectus in this
paragraph (c) include any supplements thereto at the Closing Date.
(d) The Representatives shall have received from Cravath, Swaine &
Moore, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Securities, the Applicable Indenture, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters.
(e) The Company shall have furnished to the Representatives a
certificate of Sprint signed by an executive officer (meaning those
officers who file reports pursuant to Section 16(b) of the Exchange Act)
and the principal financial or accounting officer of Sprint, dated the
Closing Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the
<PAGE>
14
Final Prospectus, any supplements to the Final Prospectus and this
Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included or incorporated by reference in the Final Prospectus
(exclusive of any supplement thereto), there has been no material
adverse effect on the condition (financial or otherwise), prospects,
earnings, business or properties of Sprint and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated in the
Final Prospectus (exclusive of any supplement thereto).
(f) The Company shall have requested Ernst & Young LLP to have
furnished to the Representatives, at the Execution Time and at the Closing
Date, letters (which may refer to letters previously delivered to one or
more of the Representatives), dated respectively as of the Execution Time
and as of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent auditors with respect
to the Company within the meaning of the Act and the Exchange Act and the
<PAGE>
15
respective applicable published rules and regulations thereunder and that
they have performed a review of the unaudited interim financial information
of Sprint, the FON Group and the PCS Group for the .-month period ended
[insert date of the most recent unaudited financial statements included or
incorporated by reference in the Registration Statement and the Final
Prospectus], and at [insert date of the most recent unaudited financial
statements included or incorporated by reference in the Registration
Statement and the Final Prospectus], in accordance with Statement on
Auditing Standards No. 71, and stating in effect, except as provided in
Schedule I hereto, that:
(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated by reference in
the Registration Statement and the Final Prospectus and reported on by
them comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by Sprint, the FON Group and the PCS Group;
their limited review, in accordance with standards established under
Statement on Auditing Standards No. 71, of the unaudited interim
financial information of Sprint, the FON Group and the PCS Group for
the .-month period ended [insert date of the most recent unaudited
financial statements included or incorporated by reference in the
Registration Statement and the Final Prospectus] and at [insert date
of the most recent unaudited financial statements included or
incorporated by reference in the Registration Statement and the Final
Prospectus]; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with
respect to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and executive
and audit committees of Sprint and its subsidiaries (as defined in the
introductory paragraph of this Agreement); inquiries of certain
officials of Sprint who have responsibility for financial and
accounting matters of Sprint and its subsidiaries as to transactions
and events subsequent to [insert date of the most recent unaudited
financial statements included or incorporated by reference in the
Registration Statement and the Final
<PAGE>
16
Prospectus]; and a reading of the letter from Deloitte & Touche LLP,
independent auditors with respect to Sprint Spectrum, to the
Representatives, nothing came to their attention which caused them to
believe that:
(1) any unaudited financial statements of Sprint, the FON
Group or the PCS Group included or incorporated by reference in
the Registration Statement and the Final Prospectus do not comply
as to form in all material respects with applicable accounting
requirements of the Act and with the published rules and
regulations of the Commission with respect to financial
statements included or incorporated by reference in quarterly
reports on Form 10-Q under the Exchange Act; and said unaudited
financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited financial statements included
or incorporated by reference in the Registration Statement and
the Final Prospectus;
(2) with respect to the period subsequent to [insert date
of the most recent financial statements (other than any capsule
information), audited or unaudited, included or incorporated by
reference in the Registration Statement and the Final
Prospectus], there were, at a specified date not more than five
days prior to the date of the letter, any changes in the long-
term debt and construction obligations or capital stock or
decreases in the stockholders' equity of Sprint or the FON Group,
or any changes in the long-term debt and construction obligations
or decreases in the group equity of the PCS Group, as compared
with the amounts shown on the [insert date of the most recent
financial statements (other than any capsule information),
audited or unaudited, included or incorporated by reference in
the Registration Statement and the Final Prospectus] balance
sheet for Sprint, the FON Group or the PCS Group, as the case may
be, included or incorporated by reference in the Registration
Statement and the Final Prospectus, or for the period from
[insert date that is one day after the date inserted above] to
such specified date there were, as compared with the
corresponding period in the immediately preceding quarter, any
decreases in net operating revenues, operating income, income
from continuing operations or
<PAGE>
17
net income, or increases in equity in loss of Global One, of
Sprint or the FON Group, or any decreases in net operating
revenues or increases in operating loss or net loss of the PCS
Group, except in all instances for changes, increases or
decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by Sprint as to the
significance thereof unless said explanation is not deemed
necessary by the Representatives; [or]
(3) the information for Sprint, the FON Group or the PCS
Group included or incorporated by reference in the Registration
Statement and Final Prospectus in response to Regulation S-K,
Item 301 (Selected Financial Data), Item 302 (Supplementary
Financial Information), Item 402 (Executive Compensation) and
Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
conformity with the applicable disclosure requirements of
Regulation S-K; [or] [and ]
(4) [If the interim financial statements included or
incorporated by reference in the Registration Statement and the
Final Prospectus are supplemented by later income statement
information (so called "capsule" information), add: the unaudited
amounts of [describe the capsule information and its location] do
not agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts
in the audited financial statements included or incorporated by
reference in the Registration Statement and the Final Prospectus;
and [If the capsule information meets the minimum disclosure
requirements of APB Opinion No. 28, paragraph 30, the section
above should be expanded also to cover "conformity with generally
accepted accounting principles"; see paragraph 38 of Statement on
Auditing Standards No. 72];
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of Sprint and its
<PAGE>
18
subsidiaries) set forth in the Registration Statement and the Final
Prospectus and in Exhibit 12 to the Registration Statement, including
the information set forth under the caption ["Capitalization"] in the
Final Prospectus and the information included or incorporated by
reference in Sprint's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and the Proxy Statement, each
of which is incorporated by reference in the Registration Statement
and the Final Prospectus, agrees with the accounting records of Sprint
and its subsidiaries, excluding any questions of legal interpretation;
and
(iv) on the basis of a reading of the unaudited pro forma
financial statements of Sprint, the PCS Group and/or the FON Group
included or incorporated by reference in the Registration Statement
and the Final Prospectus (the "pro forma financial statements");
carrying out certain specified procedures; inquiries of certain
officials of Sprint and its subsidiaries who have responsibility for
financial and accounting matters; and proving the arithmetic accuracy
of the application of the pro forma adjustments to the historical
amounts in the pro forma financial statements, nothing came to their
attention which caused them to believe that the pro forma financial
statements do not comply as to form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation S-X or
that the pro forma adjustments have not been properly applied to the
historical amounts in the compilation of such statements.
References to the Final Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.
(g) [Include this Section 6(g) only if Sprint Spectrum financial
statements are included or incorporated by reference in the Final
Prospectus] The Company shall have requested and caused Deloitte & Touche
LLP to have furnished to the Representatives, at the Execution Time and at
the Closing Date, letters (which may refer to letters previously delivered
to one or more of the Representatives), dated respectively as of the
Execution Time and as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the
<PAGE>
19
Exchange Act and the respective applicable published rules and regulations
thereunder and that they have performed a review of the unaudited interim
financial information of Sprint Spectrum for the .-month period ended
[insert date of the most recent unaudited financial statements for Sprint
Spectrum included or incorporated by reference in the Registration
Statement and Final Prospectus], and as at [insert date of the most recent
unaudited financial statements for Sprint Spectrum included or incorporated
by reference in the Registration Statement and Final Prospectus], in
accordance with Statement on Auditing Standards No. 71, and stating in
effect, except as provided in Schedule I hereto, that:
(i) in their opinion the audited financial statements and
financial statement schedules included in or incorporated by reference
in the Registration Statement and the Final Prospectus and reported on
by them comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by Sprint Spectrum; their limited review, in
accordance with standards established under Statement on Auditing
Standards No. 71, of the unaudited interim financial information of
Sprint Spectrum for the .-month period ended [insert date of the most
recent unaudited financial statements for Sprint Spectrum included or
incorporated by reference in the Registration Statement and Final
Prospectus] and as at [insert date of the most recent unaudited
financial statements for Sprint Spectrum included or incorporated by
reference in the Registration Statement and Final Prospectus] [,as
indicated in their report dated . included or incorporated by
reference in the Registration Statement and the Final Prospectus];
carrying out certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the partners and committees of Sprint Spectrum; and
inquiries of certain officials of Sprint Spectrum who have
responsibility for financial and accounting matters of Sprint Spectrum
as to transactions and events subsequent to [insert date of the most
recent unaudited financial statements for Sprint Spectrum included or
incorporated by reference in the
<PAGE>
20
Registration Statement and the Final Prospectus], nothing came to
their attention which caused them to believe that:
(1) any unaudited financial statements of Sprint Spectrum
included or incorporated by reference in the Registration
Statement and the Final Prospectus do not comply as to form in
all material respects with applicable accounting requirements of
the Act and with the published rules and regulations of the
Commission with respect to financial statements included or
incorporated by reference in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements included or incorporated by
reference in the Registration Statement and the Final Prospectus;
(2) with respect to the period subsequent to [insert date
of the most recent financial statements (other than any capsule
information), audited or unaudited, for Sprint Spectrum included
or incorporated by reference in the Registration Statement and
the Final Prospectus], there were, at a specified date not more
than five days prior to the date of the letter, any changes in
the long-term debt or decreases in partner's equity capital of
Sprint Spectrum as compared with the amounts shown on the [insert
date of the most recent financial statements (other than any
capsule information), audited or unaudited, for Sprint Spectrum
included or incorporated by reference in the Registration
Statement and the Final Prospectus] balance sheet for Sprint
Spectrum included or incorporated by reference in the
Registration Statement and the Final Prospectus, or for the
period from [insert date that is one day after date inserted
above] to such specified date there were, as compared with the
corresponding period in the immediately preceding quarter, any
decreases in net operating revenues or increases in operating
loss or net loss of Sprint Spectrum, except in all instances for
changes, increases or decreases set forth in such letter, in
which case the letter shall be accompanied by an explanation by
Sprint as to the significance thereof unless said explanation is
not deemed necessary by the Representatives; [or]
<PAGE>
21
(3) the information included or incorporated by reference in
the Registration Statement and Final Prospectus for Sprint
Spectrum in response to Regulation S-K, Item 301 (Selected
Financial Data), Item 302 (Supplementary Financial Information)
and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
conformity with the applicable disclosure requirements of
Regulation S-K; [or] [and]
(4) [If the interim financial statements included or
incorporated by reference in the Registration Statement and the
Final Prospectus are supplemented by later income statement
information (so called "capsule" information), add: the unaudited
amounts of [describe the capsule information and its location] do
not agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts
in the audited financial statements for Sprint Spectrum included
or incorporated by reference in the Registration Statement and
the Final Prospectus; and [If the capsule information meets the
minimum disclosure requirements of APB Opinion No. 28, paragraph
30, the section above should be expanded also to cover
"conformity with generally accepted accounting principles"; see
paragraph 38 of Statement on Auditing Standards No. 72];
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature for Sprint Spectrum (which
is limited to accounting, financial or statistical information derived
from the general accounting records of Sprint Spectrum) set forth in
the Registration Statement and the Final Prospectus, including the
information included or incorporated by reference in the Proxy
Statement, which is incorporated by reference in the Registration
Statement and the Final Prospectus, agrees with the accounting records
of Sprint Spectrum, excluding any questions of legal interpretation.
<PAGE>
22
References to the Final Prospectus in this paragraph (g) include any
supplement thereto at the date of the letter.
(h) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change, increase or decrease
specified in the letter or letters referred to in paragraph (f) [or (g)] of
this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto).
(i) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the debt securities of Sprint or Sprint
Capital by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or any notice given of
any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the
possible change.
(j) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as
the Representatives may reasonably request.
[(k) The Securities shall have been listed and admitted and
authorized for trading on . Stock Exchange, and satisfactory evidence
of such actions shall have been provided to the Representatives]
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the
<PAGE>
23
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancelation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be
delivered at the office of Cravath, Swaine & Moore , counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019,
on the Closing Date.
7. Reimbursement of Underwriters' Expenses. If the sale of the
----------------------------------------
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through the lead Representative on demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
-------- -------
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or
<PAGE>
24
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Company, each of its directors and officers, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each Underwriter, but only with reference to written information furnished to
the Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph of the cover page regarding delivery of the
Securities and, under the heading "Underwriting" or "Plan of Distribution", (i)
the list of Underwriters and their respective participation in the sale of the
Securities, (ii) the sentences related to concessions and reallowances and (iii)
the paragraph related to stabilization, syndicate covering transactions and
penalty bids in any Preliminary Final Prospectus and the Final Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Final Prospectus or the
Final Prospectus.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it 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 shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
-------- -------
<PAGE>
25
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ one
separate counsel (plus local counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it which
are different from or additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Underwriters on the other from the offering of the Securities.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the total
<PAGE>
26
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
--------------------------
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
-------- -------
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule II hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the
<PAGE>
27
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in
------------
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war, or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the sole judgment of the Representatives, impractical or inadvisable to
proceed with the offering or delivery of the Securities as contemplated by the
Final Prospectus (exclusive of any supplement thereto).
11. Representations and Indemnities to Survive. The respective
-------------------------------------------
agreements, representations, warranties, indemnities and other statements of
Sprint or Sprint Capital or their officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancelation of this Agreement.
12. Notices. All communications hereunder will be in writing and
--------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the General Counsel of [insert name of lead
Representative] (fax no.: [.]) and confirmed to the General Counsel of [insert
name of Lead Representative], at [insert address of Lead Representative],
Attention: General Counsel; or, if sent to the Company, will be mailed,
delivered or telefaxed to Sprint Corporation (fax no.: [.]) and confirmed to it
at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205, attention of the Legal
Department.
<PAGE>
28
13. Successors. This Agreement will inure to the benefit of and be
-----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed
---------------
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York, without regard to the
choice of law principles of any jurisdiction.
15. Counterparts. This Agreement may be signed in one or more
------------
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience
---------
only and shall not affect the construction hereof.
17. Definitions. The terms which follow, when used in this
------------
Agreement, shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
"Applicable Indenture" shall have the meaning specified in Section
6(b)(i) above.
"Basic Prospectus" shall mean the prospectus referred to in Section
1(a) above contained in the Registration Statement at the Effective Date.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.
"Commission" shall mean the Securities and Exchange Commission.
"Effective Date" shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or become effective.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
<PAGE>
29
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.
"Final Prospectus" shall mean the prospectus supplement relating to
the Securities that is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus.
"Material Adverse Effect" shall mean a material adverse effect on (i)
the condition (financial or otherwise), prospects, earnings, business or
properties of the Company and its subsidiaries, taken as a whole or (ii)
the Company's ability to perform the transactions contemplated by this
Agreement.
"Material Subsidiary" shall mean Sprint Capital and any other
subsidiary of Sprint that, on a pro forma basis after giving effect to the
transactions contemplated by this Agreement and the Proxy Statement, 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 10 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.
"PCS Companies" shall mean, collectively, Sprint Spectrum Holding
Company L.P., American PCS, L.P., MinorCo L.P., PhillieCo Partners I, L.P.,
PhillieCo Partners II, L.P., Cox Communications PCS, L.P., SprintCom Inc.
and SprintCom Equipment Company L.P. and each of their respective
subsidiaries.
"PCS Group" shall have the meaning assigned thereto in the Proxy
Statement.
"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus,
together with the Basic Prospectus.
"Proxy Statement" shall mean Sprint's Proxy Statement/Prospectus dated
October 5, 1998 that forms a part of Registration Statement No. 333-65173
on Form S-4.
"Registration Statement" shall mean the registration statement
referred to in Section 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
<PAGE>
30
event any post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration
Statement, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as provided
by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
under the Act.
"Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b) relating
to the offering covered by the registration statement referred to in
Section 1(a) hereof.
"Sprint Spectrum" shall mean, collectively, Sprint Spectrum Holding
Company, L.P., MinorCo L.P., PhillieCo Partners I, L.P. and PhillieCo
Partners II, L.P. and their respective subsidiaries.
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended and the rules and regulations of the Commission promulgated
thereunder.
"Trustee" shall mean Bank One, N.A., in its capacity as trustee under
the Applicable Indenture.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
between the Company and the several Underwriters.
Very truly yours,
Sprint Corporation
By: ...........................
Name:
Title:
<PAGE>
31
[Sprint Capital Corporation
By: ...........................
Name:
Title:]
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
[insert name of Representatives]
By: [insert name of lead Representative]
By: .....................
Name:
Title:
<PAGE>
32
SCHEDULE I
Underwriting Agreement dated
Registration Statement No.
Representative(s):
Issuer:
[Guarantor:
Sprint Corporation]
Title, Purchase Price and Description of Securities:
Title:
Principal amount:
Purchase price (include accrued
interest or amortization, if
any):
Sinking fund provisions:
Redemption provisions:
Other provisions:
Closing Date, Time and Location:
[insert closing date] at 10:00 a.m. at
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Type of Offering:
Non-delayed
<PAGE>
33
Modification of items to be covered by the letter from Ernst & Young LLP
delivered pursuant to Section 6(e) at the Execution Time:
[Modification of items to be covered by the letter from Deloitte & Touche LLP
delivered pursuant to Section 6(f) at the Execution Time: ]
Applicable Indenture:
<PAGE>
34
SCHEDULE II
Principal Amount
of Underwritten
Securities [including Guarantees]
Underwriters to be Purchased
- ------------ ----------------
$
_______________
Total ................................ $
===============
<PAGE>
================================================================================
SPRINT CORPORATION
TO
BANK ONE, N.A.
TRUSTEE
-----------------
INDENTURE
Dated as of October 1, 1998
-----------------
===============================================================================
<PAGE>
SPRINT CAPITAL CORPORATION AND SPRINT CORPORATION
Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
<S> <C>
(S)310(a)(1) 609
(a)(2) 609
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) 608
610
(S)311(a) 613
(b) 613
(S)312(a) 701
702
(b) 702
(c) 702
(S)313(a) 703
(b) 703
(c) 703
(d) 703
(S)314(a) 704
(a)(4) 101
1004
(b) Not Applicable
(c)(1) 102
(c)(2) 102
(c)(3) Not Applicable
(d) Not Applicable
(e) 102
(S)315(a) 601
(b) 602
(c) 601
(d) 601
(e) 514
(S)316(a) 101
(a)(1)(A) 502
512
(a)(1)(B) 513
(a)(2) Not Applicable
(b) 508
(c) 104
(S)317(a)(1) 503
(a)(2) 504
(b) 1003
(S)318(a) 107
- -------------
</TABLE>
<PAGE>
NOTE: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of this Indenture.
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>
<S> <C>
Section 101. Definitions........................................
Section 102. Compliance Certificates and Opinions...............
Section 103. Form of Documents Delivered to Trustee.............
Section 104. Acts of Holders; Record Dates......................
Section 105. Notices, Etc., to Trustee, Company or Guarantor....
Section 106. Notice to Holders; Waiver..........................
Section 107. Conflict with Trust Indenture Act..................
Section 108. Effect of Headings and Table of Contents...........
Section 109. Successors and Assigns.............................
Section 110. Separability Clause................................
Section 111. Benefits of Indenture..............................
Section 112. Governing Law......................................
Section 113. Legal Holidays.....................................
Section 114. Counterparts.......................................
</TABLE>
ARTICLE II SECURITY FORMS
<TABLE>
<S> <C>
Section 201. Forms Generally....................................
Section 202. Form of Face of Security...........................
Section 203. Form of Reverse of Security........................
Section 204. Additional Provisions Required in Global Security..
Section 205. Form of Trustee's Certificate of Authentication....
Section 206. CUSIP Numbers......................................
</TABLE>
ARTICLE III THE SECURITIES
<TABLE>
<S> <C>
Section 301. Amount Unlimited; Issuable in Series...............
Section 302. Denominations......................................
Section 303. Execution, Authentication, Delivery and Dating.....
Section 304. Temporary Securities...............................
Section 305. Registration, Registration of Transfer and
Exchange...........................................
Section 306. Mutilated, Destroyed, Lost and Stolen Securities...
Section 307. Payment of Interest; Interest Rights Preserved.....
Section 308. Persons Deemed Owners..............................
Section 309. Cancellation.......................................
Section 310. Computation of Interest............................
</TABLE>
- -----------------
NOTE: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of this Indenture.
ii
<PAGE>
ARTICLE IV SATISFACTION AND DISCHARGE
<TABLE>
<S> <C>
Section 401. Satisfaction and Discharge of Indenture..............
Section 402. Application of Trust Money...........................
</TABLE>
ARTICLE V REMEDIES
<TABLE>
<S> <C>
Section 501. Events of Default....................................
Section 502. Acceleration of Maturity, Rescission and Annulment...
Section 503. Collection of Indebtedness and Suits for Enforcement
by Trustee...........................................
Section 504. Trustee May File Proofs of Claim.....................
Section 505. Trustee May Enforce Claims Without Possession of
Securities...........................................
Section 506. Application of Money Collected.......................
Section 507. Limitation on Suits..................................
Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.................................
Section 509. Restoration of Rights and Remedies...................
Section 510. Rights and Remedies Cumulative.......................
Section 511. Delay or Omission Not Waiver.........................
Section 512. Control by Holders...................................
Section 513. Waiver of Past Defaults..............................
Section 514. Undertaking for Costs................................
Section 515. Waiver of Stay or Extension Laws.....................
</TABLE>
ARTICLE VI THE TRUSTEE
<TABLE>
<S> <C>
Section 601. Certain Duties and Responsibilities..................
Section 602. Notice of Defaults...................................
Section 603. Certain Rights of Trustee............................
Section 604. Not Responsible for Recitals or Issuance of
Securities...........................................
Section 605. May Hold Securities..................................
Section 606. Money Held in Trust..................................
Section 607. Compensation and Reimbursement.......................
Section 608. Disqualification; Conflicting Interests..............
Section 609. Corporate Trustee Required; Eligibility..............
Section 610. Resignation and Removal; Appointment of Successor....
Section 611. Acceptance of Appointment by Successor...............
Section 612. Merger, Conversion, Consolidation or Succession to
Business.............................................
Section 613. Preferential Collection of Claims Against Company ...
</TABLE>
NOTE: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of this Indenture.
iii
<PAGE>
ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
<TABLE>
<S> <C>
Section 701. Company to Furnish Trustee Names and Addresses
of Holders...........................................
Section 702. Preservation of Information; Communications to
Holders..............................................
Section 703. Reports by Trustee...................................
Section 704. Reports by Company...................................
</TABLE>
<TABLE>
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
<S> <C>
Section 801. Company May Consolidate, Etc., Only on
Certain Terms........................................
Section 802. Successor Substituted................................
</TABLE>
ARTICLE IX SUPPLEMENTAL INDENTURES
<TABLE>
<S> <C>
Section 901. Supplemental Indentures Without Consent of Holders...
Section 902. Supplemental Indentures with Consent of Holders......
Section 903. Execution of Supplemental Indentures.................
Section 904. Effect of Supplemental Indentures....................
Section 905. Conformity with Trust Indenture Act..................
Section 906. Reference in Securities to Supplemental Indentures...
</TABLE>
ARTICLE X COVENANTS
<TABLE>
<S> <C>
Section 1001. Payment of Principal, Premium and Interest..........
Section 1002. Maintenance of Office or Agency.....................
Section 1003. Money for Securities Payments to Be Held in Trust...
Section 1004. Statement by Officers as to Default.................
Section 1005. Existence ..........................................
Section 1006. Maintenance of Properties...........................
Section 1007. Payment of Taxes and Other Claims ..................
Section 1008. Limitation Upon Mortgages and Liens of the Company..
Section 1009. Waiver of Certain Covenants ........................
</TABLE>
ARTICLE XI REDEMPTION OF SECURITIES
<TABLE>
<S> <C>
Section 1101. Applicability of Article............................
Section 1102. Election to Redeem; Notice to Trustee...............
Section 1103. Selection by Trustee of Securities to Be Redeemed...
Section 1104. Notice of Redemption................................
Section 1105. Deposit of Redemption Price.........................
Section 1106. Securities Payable on Redemption Date...............
Section 1107. Securities Redeemed in Part.........................
</TABLE>
NOTE: This table of contents shall not, for any purpose, be
deemed a part of the Indenture.
iv
<PAGE>
ARTICLE XII SINKING FUNDS
<TABLE>
<S> <C>
Section 1201. Applicability of Article...........................
Section 1202. Satisfaction of Sinking Fund Payments with
Securities.........................................
Section 1203. Redemption of Securities for Sinking Fund..........
</TABLE>
ARTICLE XIII DEFEASANCE
<TABLE>
<S> <C>
Section 1301. Applicability of Article: Company's Option to Effect
Defeasance ........................................
Section 1302. Defeasance and Discharge...........................
Section 1303. Covenant Defeasance................................
Section 1304. Conditions to Defeasance ..........................
Section 1305. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous.................
Section 1306. Reinstatement......................................
</TABLE>
ARTICLE XIV SHAREHOLDERS' MEETINGS
<TABLE>
<S> <C>
Section 1401. Purposes for Which Meetings May be Called..........
Section 1402. Manner of Calling Meetings.........................
Section 1403. Call of Meetings by Company or Holders.............
Section 1404. Who May Attend and Vote at Meeting.................
Section 1405. Regulations May be Made by Trustee.................
Section 1406. Evidence of Actions by Holders.....................
Section 1407. Exercise of Rights of Trustee and Holders Not to
be Hindered or Delayed.............................
</TABLE>
- --------------------------
NOTE: This table of contents shall not, for any purpose, be
deemed a part of the Indenture.
v
<PAGE>
INDENTURE, dated as of October 1, 1998, between Sprint Corporation, a
corporation duly organized and existing under the laws of the State of Kansas
(herein called the "Company"), having its principal office at 2330 Shawnee
Mission Parkway, Westwood, Kansas, and Bank One, N.A., a national banking
association, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
Now, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
<PAGE>
2
required or permitted hereunder shall mean such accounting principles as
are generally accepted at the date of such computation;
(4) in the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the
words "to" and "until" each mean "to but excluding";
(5) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may
be, of this Indenture; and
(6) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.
"Act", when used with respect to any Holder, has the meaning specified in
Section 104.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Attributable Debt" means, as to any Sale and Leaseback Transaction under
which any Person is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining term thereof (excluding any
subsequent renewal or other extension options held by the lessee), discounted
from the respective due dates thereof to such date of determination at the rate
of interest per annum implicit in the terms of such lease, as determined in good
faith by the Company, compounded annually. The net amount of rent required to
be paid under any such lease for any such period shall be the amount of rent
payable by the lessee with respect to such period, after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges and contingent rents.
"Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities of one or more series.
"Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.
<PAGE>
3
"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.
"Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.
"Capital Lease Obligations" means indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with generally accepted accounting principles and the
amount of such indebtedness shall be the capitalized amount of such obligations
determined in accordance with generally accepted accounting principles
consistently applied.
"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.
"Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.
"Consolidated Net Tangible Assets" means the consolidated total assets of
the Company and its Subsidiaries as reflected in the Company's most recent
balance sheet preceding the date of determination prepared in accordance with
generally accepted accounting principles consistently applied, less (i) current
liabilities (excluding current maturities of long-term debt and Capital Lease
Obligations) and (ii) goodwill, tradenames, trademarks, patents, minority
interests of others, unamortized debt discount and expense and other like
intangible assets, (excluding any investments in permits or licenses issued,
granted or approved by the Federal Communications Commission or any successor
thereto).
<PAGE>
4
"Corporate Trust Office" means the principal office of the Trustee in
Columbus, Ohio at which at any particular time its corporate trust business
shall be administered, which office at the date of the execution of this
Indenture is located at 100 East Broad Street, Columbus, Ohio 43215, Attention:
Corporate Trust Services.
"Corporation" means a corporation, association, joint-stock company or
business trust.
"Covenant Defeasance" has the meaning specified in Section 1303.
"Defaulted Interest" has the meaning specified in Section 307.
"Defeasance" has the meaning specified in Section 1302.
"Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such series by the Company pursuant to Section 301.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.
"Expiration Date" has the meaning specified in Section 104.
"Global Security" means a Security in the form prescribed in Section 204
evidencing all or part of a series of Securities, issued to the Depositary for
such series or its nominee, and registered in the name of such Depositary or
nominee.
"Holder" means a Person in whose name a Security is registered in the
Security Register.
"Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.
<PAGE>
5
"Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.
"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.
"Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case, as amended from time to time.
"Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement or zoning restriction, encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction.
"Maturity", when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.
"Notice of Default" means a written notice of the kind specified in Section
501(4) or 501(5).
"Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice-Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.
"Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.
<PAGE>
6
"Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:
-------
(i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities; provided that, if such Securities are
---------
to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been
made;
(iii) Securities as to which Defeasance has been effected pursuant
to Section 1302; and
(iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
- -------- -------
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or
<PAGE>
7
of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver
or other action, only Securities which the Trustee knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.
"Participant" has the meaning specified in Section 204.
"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.
"Permitted Liens" means (i) Liens existing on the date hereof; (ii) Liens
on Property existing at the time of acquisition thereof or to secure the payment
of all or any part of the purchase price thereof or to secure any indebtedness
incurred prior to, at the time of or within 270 days after the acquisition of
such Property for the purpose of financing all or any part of the purchase price
thereof; (iii) Liens securing indebtedness owing by a Restricted Subsidiary to
the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on
Property of any entity, or on the stock, indebtedness or other obligations of
such entity, existing at the time (a) such entity becomes a Restricted
Subsidiary, (b) such entity is merged into or consolidated with the Company or a
Restricted Subsidiary or (c) the Company or a Restricted Subsidiary acquires all
or substantially all of the assets of such entity; provided that no such Lien
--------
extends to any other Property of the Company or any other Restricted Subsidiary;
(v) Liens on Property to secure any indebtedness incurred to provide funds for
all or any part of the cost of development of or improvements to such Property;
(vi) Liens on the Property of the Company or any of its Restricted Subsidiaries
securing (a) nondelinquent performance of bids or contracts (other than for
borrowed money, obtaining of advances or credit or the securing of debt), (b)
contingent obligations on surety and appeal bonds and (c) other nondelinquent
obligations of a like nature, in each case, incurred in the ordinary course of
business; (vii) Liens securing Capital Lease Obligations, provided that (a) any
--------
such Lien attaches to the Property within 270 days after the acquisition thereof
and (b) such Lien attaches solely to the Property so acquired; (viii) Liens
arising solely by virtue of any statutory or common law provision relating to
banker's liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds, provided that such deposit account is not a dedicated
--------
cash collateral account and is not subject to restrictions against access by the
Company or such Restricted Subsidiary, as the case may be, in excess of those
set forth by
<PAGE>
8
regulations promulgated by the Federal Reserve Board and such deposit account is
not intended by the Company or such Restricted Subsidiary to provide collateral
to the depository institution; (ix) pledges or deposits under worker's
compensation laws, unemployment insurance laws or similar legislation; (x)
statutory and tax Liens for sums not yet due or delinquent or which are being
contested or appealed in good faith by appropriate proceedings; (xi) Liens
arising solely by operation of law, such as mechanics', materialmen's,
warehouseman's and carriers' Liens and Liens of landlords or of mortgages of
landlords, on fixtures and movable Property located on premises leased in the
ordinary course of business; (xii) Liens on personal Property, other than shares
of stock or indebtedness of any Restricted Subsidiary, to secure loans maturing
not more than one year from the date of the creation thereof and on accounts
receivable associated with a receivables financing program of the Company or any
of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from
litigation or other proceeding against, or upon property of, the Company or any
Restricted Subsidiary, or any lien for workmen's compensation awards or similar
awards, so long as the finality of such judgment or award is being contested and
execution thereon is stayed or such Lien relates to a final unappealable
judgment which is satisfied within 30 days of such judgment or any Lien incurred
by the Company or any Restricted Subsidiary for the purpose of obtaining a stay
or discharge in the course of any litigation or other proceeding; provided that
--------
such judgment or award does not constitute an Event of Default under clause (5)
of Section 501; (xiv) Liens on the real property of the Company or any
Restricted Subsidiary which constitute minor survey exceptions, minor
encumbrances, easements or reservations of, or rights of others for, rights of
way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of such real property,
provided that all of the liens referred to in this clause (xiv) in the aggregate
- --------
do not at any time materially detract from the value of such real property or
materially impair its use in the operation of the business of the Company and
its Subsidiaries; (xv) Liens on Property of the Company or a Restricted
Subsidiary securing indebtedness or other obligations issued by the United
States of America or any State thereof or any department, agency or
instrumentality or political subdivision thereof, or by any other country or any
political subdivision thereof, for the purpose of financing all or any part of
the purchase price of (or, in the case of real property, the cost of
construction on or improvement of) any property or assets subject to such Liens
(including, but not limited to, Liens incurred in connection with pollution
control, industrial revenue or similar financings); and (xvi) any renewal,
extension or replacement (in whole or in part) of any Lien permitted pursuant to
exceptions (i), (ii), (iv), (v), (vii) and (xv) above or of any indebtedness
secured thereby, provided that such extension, renewal or replacement Lien shall
be limited to all or any part of the same Property that secured the Lien
extended, renewed or replaced (plus improvements on such Property) and the
principal amount of indebtedness secured thereby and not otherwise authorized by
clauses (i),
<PAGE>
9
(ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of
indebtedness plus any premium or fee payable in connection with any such
renewal, extension or replacement so secured at the time of such renewal,
extension or replacement.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
Section 301.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.
"Property" means any asset or property of a Person, whether now owned or
hereafter acquired, or any interest therein or any income or profits therefrom,
including capital stock and indebtedness of Subsidiaries.
"Receivables Subsidiary" means a special purpose wholly-owned Subsidiary
created in connection with any transactions that may be entered into by the
Company or any of its Subsidiaries pursuant to which the Company or any of its
Subsidiaries may sell, convey, grant a security interest in or otherwise
transfer undivided percentage interests in its receivables.
"Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.
"Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.
"Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.
"Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the
<PAGE>
10
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Restricted Subsidiary" means any Subsidiary of the Company (other than a
Receivables Subsidiary or Sprint Capital) if (i) such Subsidiary has
substantially all of its Property in the United States (other than its
territories and possessions) and (ii) at the end of the most recent fiscal
quarter of the Company preceding the date of determination, the aggregate
amount, determined in accordance with generally accepted accounting principles
consistently applied, of securities of, loans and advances to, and other
investments in, such Subsidiary held by the Company and its other Subsidiaries,
less any securities of, loans and advances to, and other investments in the
Company and the Company's other Subsidiaries held by such Subsidiary or any of
its Subsidiaries, exceeded 15% of the Company's Consolidated Net Tangible
Assets.
"Sale and Leaseback Transaction" means, with respect to the Company or a
Restricted Subsidiary, any direct or indirect arrangement pursuant to which
Property is sold or transferred by the Company or such Restricted Subsidiary, as
the case may be, and is thereafter leased back from the purchaser or transferee
thereof by the Company or such Restricted Subsidiary, as the case may be.
"Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.
"Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.
"Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.
"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.
"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.
<PAGE>
11
"Subsidiary" means a corporation, partnership, limited liability company or
other business organization, whether or not incorporated, a majority of the
Voting Securities of which are owned, directly or indirectly, by the Company.
"Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
-------- -------
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.
"U.S. Government Obligations" has the meaning specified in Section 1304.
"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "Vice President".
"Voting Securities" of a Subsidiary means the stock or other ownership or
equity interests, of whatever class or classes, the holders of which ordinarily
have the power to vote for the election of the members of the board of
directors, managers or trustees of such Subsidiary (other than stock or other
ownership or equity interests having such power only by reason of the happening
of a contingency).
SECTION 102. Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.
<PAGE>
12
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include
(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition
has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
SECTION 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
<PAGE>
13
SECTION 104. Acts of Holders; Record Dates.
Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given, made or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is herein expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.
The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
The ownership of Securities shall be proved by the Security Register.
Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.
The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a
--------
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making
<PAGE>
14
of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date; provided that no such action
--------
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.
The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
--------
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.
<PAGE>
15
With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
--------
proposed new Expiration Date is given to the other parties hereto in writing,
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.
Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.
SECTION 105. Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee by first class mail, postage prepaid, at its
Corporate Trust Office, Attention: Corporate Trust Services, or
(2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this instrument, Attention: Corporate Secretary, or at
any other address previously furnished in writing to the Trustee by the
Company.
<PAGE>
16
SECTION 106. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.
SECTION 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.
SECTION 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.
SECTION 110. Separability Clause.
<PAGE>
17
In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 111. Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.
SECTION 112. Governing Law.
This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.
SECTION 113. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.
SECTION 114. Counterparts.
This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.
ARTICLE II
SECURITY FORMS
SECTION 201. Forms Generally.
<PAGE>
18
The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.
The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.
SECTION 202. Form of Face of Security.
[Insert any legend required by the Internal Revenue Code and the
----------------------------------------------------------------
regulations thereunder.]
- ------------------------
No. ______ $_________
Sprint Corporation, a corporation duly organized and existing under the
laws of Kansas (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ................, or registered assigns, the principal sum of
................... Dollars on ....................
[if the Security is to bear interest prior to Maturity, insert-- and to pay
--------------------------------------------------------------
interest thereon from ................. or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
.................. and ................... in each year, commencing ...........,
at the rate of .... % per annum, until the principal hereof is paid or made
available for payment [if applicable, insert-- , provided that any principal and
-------------------------
premium, and any such installment of interest, which is overdue shall bear
interest at the rate of ... % per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand].
<PAGE>
19
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ....... or ....... (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].
[If the Security is not to bear interest prior to Maturity, insert -- The
--------------------------------------------------------------------
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of .......% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ...... % per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]
Payment of the principal of (and premium, if any) and [if applicable,
---------------
insert -- any such] interest on this Security will be made at the office or
- --------
agency of the Company maintained for that purpose in ............ , in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert --;
-------------------------
provided, however, that at the option of the Company payment of interest may be
- -------------------
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
20
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: _________________
SPRINT CORPORATION
By .....................
Attest:
SECTION 203. Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1998 (herein called the
"Indenture" which term shall have the meaning assigned to it in such
instrument), between the Company and Bank One, N.A., as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert --, limited
----------------------
in aggregate principal amount to $ ........... ].
[If applicable, insert -- The Securities of this series are subject to
------------------------
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
-----------------------
(1) on ........... in any year commencing with the year ...... and ending with
the year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
--
applicable, insert -- on or after .......... , ........ ], as a whole or in
- -------------------
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable,
--------------
insert -- on or before ............... , ........ %, and if redeemed] during the
- -------
12-month period beginning ............. of the years indicated,
Redemption Redemption
Year Price Year Price
---------- ---------- ---- -----
<PAGE>
21
and thereafter at a Redemption Price equal to ..... % of the principal
amount, together in the case of any such redemption [if applicable, insert
----------------------
-- (whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]
[If applicable, insert -- The Securities of this series are subject to
-------------------------
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
--
applicable, insert -- on or after ............ ], as a whole or in part, at the
- -------------------
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ............ of the years indicated,
Redemption Price For Redemption Price For
Redemption Through Redemption Otherwise Than
Operation of Through Operation of the
Year the Sinking Fund Sinking Fund
- ---- -------------------- --------------------------
and thereafter at a Redemption Price equal to ..... % of the principal
amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]
[If applicable, insert -- Notwithstanding the foregoing, the Company may
----------------------
not, prior to .............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
----------------------
as a part of, or in anticipation of, any
<PAGE>
22
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ......... % per annum.]
[If applicable, insert -- The sinking fund for this series provides for
----------------------
the redemption on in each year beginning with the year ............ and
ending with the year .......... of [if applicable, insert -- not less than
----------------------
$................. ("mandatory sinking fund") and not more than]
$..................... aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Company
otherwise than through [if applicable, insert -- mandatory] sinking fund
----------------------
payments may be credited against subsequent [if applicable, insert --
----------------------
mandatory] sinking fund payments otherwise required to be made [if
--
applicable, insert -- in the inverse order in which they become due].]
-------------------
[If the Security is subject to redemption, insert -- In the event of
--------------------------------------------------
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]
[If applicable, insert -- The Indenture contains provisions for defeasance
---------------------
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]
[If the Security is not an Original Issue Discount Security, insert - If an
--------------------------------------------------------------------
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]
[If the Security is an Original Issue Discount Security, insert -- If an
----------------------------------------------------------------
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --insert formula for determining the
----------------------------------
amount. Upon payment (i) of the amount of principal so declared due and payable
- --------
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company
<PAGE>
23
and the rights of the Holders of the Securities of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in principal amount of the Securities 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 Securities of such series, to waive compliance by the Company
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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security 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
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities 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
Securities 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 Security 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 Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and 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 Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
<PAGE>
24
Securities 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.
The Securities of this series are issuable only in registered form without
coupons in denominations of $ ....... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require Payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
SECTION 204. Additional Provisions Required in Global Security.
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:
"This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture".
The Trustee and the Company may from time to time enter into, and
discontinue, an agreement with a Depositary including a "clearing agency"
registered under Section 17A of the Exchange Act, which is the owner of the
Securities, to establish procedures with respect to the Securities not
inconsistent with the provisions of this Indenture. Neither the Company nor the
Trustee will have any responsibility or obligation to the Depositary, any direct
or indirect participants (the "Participants")
<PAGE>
25
in the book entry system of any such Depositary or the Holders of the Securities
with respect to (i) the accuracy of any records maintained by the Depositary or
any Participant; (ii) the payment by the Depositary or by any Participant of any
amount due to any Holder in respect of the principal amount or redemption or
purchase price of, or interest on, any Securities; (iii) the delivery of any
notice by the Depositary or any Participant; (iv) the selection of the Holders
to receive payment in the event of any partial redemption of the Securities; or
(v) any other action taken by the Depositary or any Participant.
SECTION 205. Form of Trustee's Certificate of Authentication.
The Trustee's certificates of authentication shall be in substantially the
following form:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Bank One, N.A.,
As Trustee
.........................................
Authorized Signer
SECTION 206. CUSIP Numbers.
The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
--------
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.
ARTICLE III
THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series.
<PAGE>
26
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,
(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other
series);
(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the
series is payable;
(5) the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any interest payable on any
Interest Payment Date;
(6) the place or places where the principal of and any premium and
interest on Securities of the series shall be payable if other than the
Corporate Trust Office;
(7) the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other
than by Board
<PAGE>
27
resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be
issuable;
(10) if other than the currency of the United Sates of America, the
currency, currencies or currency units in which the principal of or any
premium and interest on any Securities of the series shall be payable and
the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose, including for purposes of the
definition of "Outstanding" in Section 101;
(11) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be
determined;
(12) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or a Holder
thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium and
interest on such Securities as to which such election is made shall be
payable, the periods within which and the terms and conditions upon which
such election is to be made and the amount so payable (or the manner in
which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion
of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 502;
(14) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be
the principal amount of such Securities as of any such date for any purpose
thereunder or
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28
hereunder, including the principal amount thereof which shall be due and
payable upon any Maturity other than the Stated Maturity or which shall be
deemed to be Outstanding as of any date prior to the Stated Maturity (or,
in any such case, the manner in which such amount deemed to be the
principal amount shall be determined);
(15) if applicable, that the Securities of the series, in whole or
any specified part, shall be defeasible pursuant to Section 1302 or Section
1303 or both such Sections and, if other than by a Board Resolution, the
manner in which any election by the Company to defease such Securities
shall be evidenced;
(16) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities,
the form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 204 and any
circumstances in addition to or in lieu of those set forth in Clause (2) of
the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer
of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a
nominee thereof;
(17) any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 502;
(18) any addition to or change in the covenants set forth in Article
Ten which applies to Securities of the series;
(19) whether the Securities are to be issued with warrants to
purchase other Securities; and
(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).
All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the
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29
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.
If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.
SECTION 302. Denominations.
The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.
SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. The seal of the Company
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted on otherwise reproduced on the Securities.
Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such
<PAGE>
30
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,
(a) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that such form
has been established in conformity with the provisions of this Indenture;
(b) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this Indenture;
and
(c) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.
Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been
<PAGE>
31
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.
SECTION 304. Temporary Securities.
Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.
If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.
SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.
Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company
<PAGE>
32
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor.
At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.
Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.
If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of any series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.
The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:
<PAGE>
33
(1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered,
in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security or (C) there shall
exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by
Section 301.
(3) Subject to Clause (2) above, any exchange of a Global Security
for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be
registered in such names as the Depositary for such Global Security shall
direct.
(4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
1107 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such
<PAGE>
34
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.
SECTION 307. Payment of Interest; Interest Rights Preserved.
Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.
Any interest on any Security of any series which is payable, but is not
punctually paid or duly Provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:
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35
(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Security of such series and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to
be given to each Holder of Securities of such series in the manner set
forth in Section 106, less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall
be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).
(2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant
to this Clause, such manner of payment shall be deemed practicable by the
Trustee.
Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.
SECTION 308. Persons Deemed Owners.
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36
Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.
SECTION 309. Cancellation.
All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order, provided, however, that the Trustee shall not be required to destroy such
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cancelled Securities.
SECTION 310. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when
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37
(1) either
(A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306 and
(ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or
(B) all such Securities not theretofore delivered to the Trustee
for cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity
within one year, or
(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of
the Company,
and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;
(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.
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38
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.
SECTION 402. Application of Trust Money.
Subject to provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.
ARTICLE V
REMEDIES
SECTION 501. Events of Default.
"Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(1) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for
a period of 30 days; or
(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or
(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default
<PAGE>
39
in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least
10% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder;
or
(5) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company (including a default with
respect to Securities of any series other than that series) or any
Subsidiary or under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company (including this Indenture)
or any Subsidiary, whether such indebtedness now exists or shall hereafter
be created, which default shall have resulted in more than $50,000,000 in
aggregate principal amount of such indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become
due and payable, without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled, within a period of 10 days
after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of
at least 10% in principal amount of the Outstanding Securities of that
series a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such acceleration to
be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; provided, however, that, subject to the provisions of
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Sections 601 and 602, the Trustee shall not be deemed to have knowledge of
such default unless either (A) a Responsible Officer of the Trustee shall
have actual knowledge of such default or (B) the Trustee shall have
received written notice thereof from the Company, from any Holder, from the
holder of any such indebtedness or from the trustee under any such
mortgage, indenture or other instrument; or
(6) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in
respect
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40
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or
(7) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to
be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against it, or the filing
by it of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in
furtherance of any such action; or
(8) any other Event of Default provided with respect to Securities of
that series.
SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default (other than an Event of Default specified in Section
501(6) on 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all of the Securities of that
series (or, if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that
<PAGE>
41
series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay
(A) all overdue interest on all Securities of that series,
(B) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and
(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and
(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.
The Company covenants that if
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42
(1) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or
(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of
such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.
If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.
SECTION 504. Trustee May File Proofs of Claim.
In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.
No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
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43
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding, provided, however,
-------- -------
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.
SECTION 505. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.
SECTION 506. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under Section 607;
SECOND: To the payment of the amounts then due and unpaid for principal of
and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively;
THIRD: To the Company.
SECTION 507. Limitation on Suits.
No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless
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44
(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that
series;
(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series; it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307) any
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.
SECTION 509. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such
<PAGE>
45
Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.
SECTION 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
SECTION 511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.
SECTION 512. Control by Holders.
The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that
---------
(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and
(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.
SECTION 513. Waiver of Past Defaults.
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46
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default
(1) in the payment of the principal of or any premium or interest on
any Security of such series, or
(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
SECTION 514. Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.
SECTION 515. Waiver of Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
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47
ARTICLE VI
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.
SECTION 602. Notice of Defaults.
If a default occurs hereunder with respect to Securities of any series, and
if the Trustee has actual knowledge of such default, the Trustee shall give the
Holders of Securities of such series notice of such default as and to the extent
provided by the Trust Indenture Act; provided, however, that in the case of any
-------- -------
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.
SECTION 603. Certain Rights of Trustee.
Subject to the provisions of Section 601:
(a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as otherwise
provided in Section 303 and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;
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(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;
(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;
and
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.
SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.
<PAGE>
49
SECTION 605. May Hold Securities.
The Trustee, any Paying Agent, any Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.
SECTION 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.
SECTION 607. Compensation and Reimbursement.
The Company agrees
(1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder as shall be agreed to in writing between
the Company and the Trustee (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);
(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and
(3) to indemnify the Trustee and its directors, officers, employees and
agents for, and to hold it harmless against, any loss, liability, damage, claim
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including, without limitation, reasonable fees and expenses of its
counsel and the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.
When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including
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50
the reasonable charges and expenses of its counsel) are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or similar law.
The provisions of this Section 607 shall survive the resignation or removal
of the Trustee and the termination of this Indenture. The Trustee shall have a
lien prior to the Securities as to all property and funds held by it hereunder
for any amount owing it pursuant to this Section 607, except with respect to
funds held in trust for the benefit of the Holders of particular Securities.
SECTION 608. Disqualification; Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or a trustee under the Indenture dated as of
October 1, 1998, among Sprint Capital Corporation, the Company and the Trustee.
SECTION 609. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.
SECTION 610. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance
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51
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.
(b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.
(c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i)
the Company by a Board Resolution may remove the Trustee with respect to
all securities, or (ii) subject to Section 514, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there
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52
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any Series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any Series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.
(f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.
SECTION 611. Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee
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53
shall accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall, upon payment
of its charges relating to the Securities of that or those series to which the
appointment of such successor Trustee relates, duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) and (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.
SECTION 612. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the
<PAGE>
54
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.
SECTION 613. Preferential Collection of Claims Against Company.
If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).
ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee
(a) semi-annually, not later than January 1 and July 1 in each year,
a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of the preceding December 15 or June 15 ,
as the case may be, and
(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the
time such list is furnished;
excluding from any such list names and addresses received by the Trustee in its
- ---------
capacity as Security Registrar.
SECTION 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list
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55
furnished to the Trustee as provided in Section 701 and the names and addresses
of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.
(b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.
(c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.
SECTION 703. Reports by Trustee.
(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
Section 313 of the Trust Indenture Act at the times and in the manner provided
pursuant to Section 313(c) of the Trust Indenture Act.
(b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.
SECTION 704. Reports by Company.
The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to Section 314 of the Trust Indenture Act
at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.
<PAGE>
56
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:
(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance
or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all
the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed;
(2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;
(3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture, the Company or
such successor Person, as the case may be, shall take such steps as shall
be necessary effectively to secure the Securities equally and ratably with
(or prior to) all indebtedness secured thereby; and
(4) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required
in
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57
connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.
SECTION 802. Successor Substituted.
Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:
(1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Securities; or
(2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company; or
(3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities,
stating that such
<PAGE>
58
additional Events of Default are expressly being included solely for the
benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal,
and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (i) shall neither (A) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the
rights of the Holder of any such Security with respect to such provision or
(ii) shall become effective only when there is no such Security
Outstanding; or
(6) to secure the Securities pursuant to the requirements of Section
1008 or otherwise; or
(7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or
(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 61l(b); or
(9) to provide for the appointment of an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of
such series issued upon original issue and upon exchange, registration of
transfer or partial redemption of Securities of such series; or
(10) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
under this Indenture, provided such action pursuant to this Clause (10)
--------
shall not adversely affect the interests of the Holders of Securities of
any series in any material respect.
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59
SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
--------- --------
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal
of an Original Issue Discount Security or any other Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the coin
or currency in which, any Security or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or
(3) modify any of the provisions of this Section, Section 513 or
Section 1010, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be deemed to require
-------- -------
the consent of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 1010, or the
deletion of this proviso, in accordance with the requirements of Sections
61l(b) and 901(8).
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60
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.
SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
SECTION 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental Indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.
SECTION 905. Conformity with Trust Indenture Act.
Every supplemental Indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.
SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of
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61
any series so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.
ARTICLE X
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.
SECTION 1002. Maintenance of Office or Agency.
The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
-------- -------
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.
SECTION 1003. Money for Securities Payments to Be Held in Trust.
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62
If the Company shall at anytime act as its own paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal
of or any premium or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.
Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.
The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.
The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter;
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company
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63
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
-------- -------
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in the Borough of Manhattan, The City of New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.
SECTION 1004. Statement by Officers as to Default.
The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.
SECTION 1005. Existence.
Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
-------- -------
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.
SECTION 1006. Maintenance of Properties.
The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
--------- -------
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its
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64
business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.
SECTION 1007. Payment of Taxes and Other Claims.
The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
--------- --------
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.
SECTION 1008. Limitation Upon Mortgages and Liens of the Company.
The Company covenants and agrees as follows for the benefit of those series
of Securities as to which, pursuant to Section 301 in accordance with the
establishing Board Resolution and Officers' Certificate or indenture
supplemental hereto, it is provided that such series shall have the benefit of
this Section:
The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or suffer to be created or to exist, any Lien
(other than Permitted Liens) upon any of its Property, unless it has made or
will make effective provision whereby the Outstanding Securities will be secured
by such Lien equally and ratably with (or prior to) all other indebtedness of
the Company or such Restricted Subsidiary secured by such Lien for so long as
any such other indebtedness of the Company or such Restricted Subsidiary shall
be so secured. Notwithstanding the foregoing, the Company may, and may permit
any Restricted Subsidiary to, issue, assume, guarantee, or permit to exist
indebtedness secured by Liens on Property that are not Permitted Liens without
equally and ratably securing the Outstanding Securities, so long as the sum of
all such indebtedness then being issued, assumed, or guaranteed together with
all remaining outstanding indebtedness secured by a Lien that is not a Permitted
Lien together with the Attributable Debt in respect of any Sale and Leaseback
Transaction does not exceed 15% of the Company's Consolidated Net Tangible
Assets.
SECTION 1009. Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1008 with respect to the Securities
of any
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65
series if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.
ARTICLE XI
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article.
Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with
this Article.
SECTION 1102. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.
SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series and of a specified tenor are to be redeemed
or unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee,
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66
from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal
amount of any Security of such series, provided that the unredeemed portion of
--------
the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security. If less than all of the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.
The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.
The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.
For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
SECTION 1104. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
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(3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any series
consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,
(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,
(5) the place or places where each such Security is to be surrendered
for payment of the Redemption Price,
(6) that the redemption is for a sinking fund, if such is the case,
and
(7) the "CUSIP" number, if any, of the Securities.
Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
SECTION 1105. Deposit of Redemption Price.
On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.
SECTION 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
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contemplated by Section 301, installments
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of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.
If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.
SECTION 1107. Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.
ARTICLE XII
SINKING FUNDS
SECTION 1201. Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.
The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such series.
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69
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
--------
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price, as specified in the Securities
so to be redeemed, for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.
SECTION 1203. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103. The Trustee shall cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.
<PAGE>
70
ARTICLE XIII
DEFEASANCE
SECTION 1301. Applicability of Article: Company's Option to Effect
Defeasance.
If pursuant to Section 301 provision is made for either or both of (a)
defeasance of any Securities under Section 1302 and (b) covenant defeasance of
any Securities under Section 1303, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
Thirteen, shall be applicable to such Securities, and the Company may at its
option by Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities, at any time, elect to have either Section 1302
(if applicable) or Section 1303 (if applicable) be applied to such Securities
upon compliance with the conditions set forth in this Article Thirteen.
SECTION 1302. Defeasance and Discharge.
Upon the Company's exercise of the option to have this Section applied to
any Securities or any series of Securities, the Company shall be deemed to have
been discharged from its obligations with respect to such Securities as provided
in this Section on and after the date the conditions set forth in Section 1304
are satisfied (hereinafter, "Defeasance"). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute on
Company Order proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article Thirteen, the
Company may exercise its option to have this Section applied to any Securities
notwithstanding the prior exercise of its option to have Section 1303 applied
to such Securities.
<PAGE>
71
SECTION 1303. Covenant Defeasance.
Upon the Company's exercise of its option to have this Section applied to
any Securities or any series of Securities, (1) the Company shall be released
from its obligations under Section 801(3), Sections 1006 through 1008 inclusive,
and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the
benefit of the Holders of such Securities and (2) the occurrence of any event
specified in Sections 501(4) (with respect to any of Section 801(3), Sections
1006 through 1008 inclusive, and any such covenants provided pursuant to Section
301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to be or
result in an Event of Default in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.
SECTION 1304. Conditions to Defeasance.
The following shall be the conditions to application of Section 1302 or
Section 1303 to any Securities or any series of Securities:
(1) the Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 609 who shall agree to comply with the provisions of this
Article Thirteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (C) a combination thereof,
in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or any such other qualifying trustee) to pay and discharge,
the principal of and any premium and interest on such Securities on the
respective Stated Maturities in accordance with the terms of this Indenture
and such Securities. For this purpose, "U.S. Government Obligations" means
(x) any security which is (i) a direct obligation of the United States of
America for the payment of which its full faith and credit is pledged or
(ii) an obligation of
<PAGE>
72
a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as
--------
required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest evidenced by
such depository receipt.
(2) In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling
or (B) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as
would be the case if such deposit, Defeasance and discharge were not to
occur.
(3) In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes
as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case
if such deposit and Covenant Defeasance were not to occur.
(4) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange,
will be delisted as a result of such deposit.
<PAGE>
73
(5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 501(6) and
(7), at any time on or prior to the 90th day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied
until after such 90th day).
(6) Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of
such Act).
(7) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.
(8) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.
(9) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.
SECTION 1305. Deposited Money and U.S. Government Obligations to be Held
in Trust; Miscellaneous.
Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other Trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal and any
premium and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law.
<PAGE>
74
The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.
Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.
SECTION 1306. Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Thirteen with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Thirteen
with respect to such Securities, until such time as the Trustee or Paying Agent
is permitted to apply all money held in trust pursuant to Section 1305 with
respect to such Securities in accordance with this Article Thirteen; provided,
--------
however, that if the Company makes any payment of principal of or any premium or
- -------
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.
ARTICLE XIV
HOLDERS' MEETINGS
SECTION 1401. Purposes for Which Meetings May be Called.
A meeting of Holders of any series of Outstanding Securities may be called
at any time and from time to time pursuant to the provisions of this Article
Fourteen for any of the following purposes:
<PAGE>
75
(1) to give any notice to the Company or to the Trustee, or to give
any direction to the Trustee, or to waive or consent to the waiving of any
Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions
of Article Five;
(2) to remove the Trustee or appoint a successor trustee, pursuant
to the provisions of Article Six;
(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Sections 901 and 902; or
(4) to take any other action authorized to be taken by or on behalf
of the Holders of any specified aggregate principal amount of the
Securities under any other provision of this Indenture or under applicable
law.
SECTION 1402. Manner of Calling Meetings.
The Trustee may at any time call a meeting of Holders to take any action
specified in Section 1401. Notice of every meeting of such Holders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed by the Trustee to the
Company and to such Holders not less than 20 nor more than 60 days prior to the
date fixed for the meeting. Any meeting shall be valid without notice if all of
the Holders of such series of Outstanding Securities are present in person or by
proxy, or if notice is waived before or after the meeting by such Holders of
such series of Outstanding Securities, and if the Company and the Trustee are
either present or have, before or after the meeting, waived notice.
SECTION 1403. Call of Meetings by Company or Holders.
In case at any time the Company, pursuant to a resolution of its Board of
Directors, or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of the applicable series or, in the event the meeting
relates to the Holders of more than one series of Outstanding Securities, the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series, shall have requested the Trustee to call a meeting of
Holders to take any action authorized in Section 1401 by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders in the amount above
specified may determine the time and the place
<PAGE>
76
in Overland Park, Kansas for such meeting and may call such meeting to take any
action authorized in Section 1401, by mailing notice thereof as provided in
Section 1402.
SECTION 1404. Who May Attend and Vote at Meeting.
To be entitled to vote at any meeting of Holders a person shall (a) be a
Holder of one or more Securities with respect to which the meeting is being
held, as of the record date for such meeting (or, if no record date is set, as
of the date of such meeting), or (b) be a person appointed by an instrument in
writing as proxy by such Holder of one or more Securities. The only persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.
At any meeting each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of Outstanding Securities held or represented by him.
SECTION 1405. Regulations May be Made by Trustee.
Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Securities and of the appointment
of proxies, and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate.
SECTION 1406. Evidence of Actions by Holders.
Whenever the Holders of a specified percentage in aggregate principal
amount of the Securities may take any action, the fact that the Holders of such
percentage have acted may be evidence by (a) instruments of similar tenor
executed by Holders in person or by attorney or written proxy, or (b) the
Holders voting in favor thereof at any meeting of Holders called and held in
accordance with the provisions of the rules for meetings of Holders, or (c) by a
combination thereof. The Trustee may require proof of any matter concerning the
execution of any instrument by a Holder or his attorney or proxy as it shall
deem necessary.
SECTION 1407. Exercise of Rights of Trustee and Holders Not to be Hindered
or Delayed.
<PAGE>
77
Nothing in this Article Fourteen contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Securities.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
SPRINT CORPORATION
By ___________________
Title
BANK ONE, N.A.
By ___________________
Title
<PAGE>
STATE OF KANSAS )
) ss.:
COUNTY OF JOHNSON )
On the day of October, 1998 , before me personally came Don Jensen, to
me known, who, being by me duly sworn, did depose and say that he is Vice
President of Sprint Corporation, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
Notary Public
My Commission Expires:
<PAGE>
STATE OF OHIO )
) ss.:
COUNTY OF FRANKLIN)
On the day of October, 1998, before me personally
came , to me known, who, being by me duly sworn, did depose and say
that he is of Bank One, N.A., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
Notary Public
My Commission Expires:
<PAGE>
================================================================================
SPRINT CAPITAL CORPORATION
AND
SPRINT CORPORATION
TO
BANK ONE, N.A.
TRUSTEE
--------------
INDENTURE
Dated as of October 1, 1998
--------------
===============================================================================
<PAGE>
SPRINT CAPITAL CORPORATION AND SPRINT CORPORATION
Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
<S> <C>
(S)310(a)(1) 609
(a)(2) 609
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) 608
610
(S)311(a) 613
(b) 613
(S)312(a) 701
702
(b) 702
(c) 702
(S)313(a) 703
(b) 703
(c) 703
(d) 703
(S)314(a) 704
(a)(4) 101
1004
(b) Not Applicable
(c)(1) 102
(c)(2) 102
(c)(3) Not Applicable
(d) Not Applicable
(e) 102
(S)315(a) 601
(b) 602
(c) 601
(d) 601
(e) 514
(S)316(a) 101
(a)(1)(A) 502
512
(a)(1)(B) 513
(a)(2) Not Applicable
(b) 508
(c) 104
(S)317(a)(1) 503
(a)(2) 504
(b) 1003
(S)318(a) 107
- -------------
</TABLE>
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>
TABLE OF CONTENTS
Page
Recitals of the Company and the Guarantor
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>
<S> <C>
Section 101. Definitions.........................................
Section 102. Compliance Certificates and Opinions................
Section 103. Form of Documents Delivered to Trustee..............
Section 104. Acts of Holders; Record Dates.......................
Section 105. Notices, Etc., to Trustee, Company or Guarantor.....
Section 106. Notice to Holders; Waiver...........................
Section 107. Conflict with Trust Indenture Act...................
Section 108. Effect of Headings and Table of Contents............
Section 109. Successors and Assigns..............................
Section 110. Separability Clause.................................
Section 111. Benefits of Indenture...............................
Section 112. Governing Law.......................................
Section 113. Legal Holidays......................................
Section 114. Counterparts........................................
</TABLE>
ARTICLE II FORMS OF SECURITIES AND GUARANTEES
<TABLE>
<S> <C>
Section 201. Forms Generally.....................................
Section 202. Form of Face of Security............................
Section 203. Form of Reverse of Security.........................
Section 204. Form of Guarantee...................................
Section 205. Form of Legend for Global Securities................
Section 206. Form of Trustee's Certificate of Authentication.....
Section 207. CUSIP Numbers.......................................
</TABLE>
ARTICLE III THE SECURITIES AND GUARANTEES
<TABLE>
<S> <C>
Section 301. Amount Unlimited; Issuable in Series................
Section 302. Denominations.......................................
Section 303. Execution, Authentication, Delivery and Dating......
Section 304. Temporary Securities................................
Section 305. Registration, Registration of Transfer and Exchange.
Section 306. Mutilated, Destroyed, Lost and Stolen Securities....
Section 307. Payment of Interest; Interest Rights Preserved......
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
Section 308. Persons Deemed Owners................................
Section 309. Cancellation.........................................
Section 310. Computation of Interest..............................
Section 311. Unconditional Guarantee..............................
</TABLE>
<TABLE>
ARTICLE IV SATISFACTION AND DISCHARGE
<S> <C>
Section 401. Satisfaction and Discharge of Indenture..............
Section 402. Application of Trust Money...........................
</TABLE>
ARTICLE V REMEDIES
<TABLE>
<S> <C>
Section 501. Events of Default....................................
Section 502. Acceleration of Maturity, Rescission and Annulment...
Section 503. Collection of Indebtedness and Suits for Enforcement
by Trustee...........................................
Section 504. Trustee May File Proofs of Claim.....................
Section 505. Trustee May Enforce Claims Without Possession of
Securities...........................................
Section 506. Application of Money Collected.......................
Section 507. Limitation on Suits..................................
Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.................................
Section 509. Restoration of Rights and Remedies...................
Section 510. Rights and Remedies Cumulative.......................
Section 511. Delay or Omission Not Waiver.........................
Section 512. Control by Holders...................................
Section 513. Waiver of Past Defaults..............................
Section 514. Undertaking for Costs................................
Section 515. Waiver of Usury, Stay or Extension Laws..............
</TABLE>
ARTICLE VI THE TRUSTEE
<TABLE>
<S> <C>
Section 601. Certain Duties and Responsibilities..................
Section 602. Notice of Defaults...................................
Section 603. Certain Rights of Trustee............................
Section 604. Not Responsible for Recitals or Issuance of
Securities...........................................
Section 605. May Hold Securities..................................
Section 606. Money Held in Trust..................................
Section 607. Compensation and Reimbursement.......................
Section 608. Conflicting Interests................................
Section 609. Corporate Trustee Required; Eligibility..............
Section 610. Resignation and Removal; Appointment of Successor....
Section 611. Acceptance of Appointment by Successor...............
Section 612. Merger, Conversion, Consolidation or Succession to
Business.............................................
Section 613. Preferential Collection of Claims Against Company
or Guarantor.........................................
</TABLE>
ii
<PAGE>
ARTICLE VIIHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
<TABLE>
<S> <C>
Section 701. Company to Furnish Trustee Names and Addresses
of Holders..........................................
Section 702. Preservation of Information; Communications to
Holders.............................................
Section 703. Reports by Trustee..................................
Section 704. Reports by Guarantor................................
</TABLE>
<TABLE>
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
<S> <C>
Section 801. Company or Guarantor May Consolidate, Etc., Only on
Certain Terms.......................................
Section 802. Successor Substituted...............................
</TABLE>
ARTICLE IX SUPPLEMENTAL INDENTURES
<TABLE>
<S> <C>
Section 901. Supplemental Indentures Without Consent of Holders...
Section 902. Supplemental Indentures with Consent of Holders......
Section 903. Execution of Supplemental Indentures.................
Section 904. Effect of Supplemental Indentures....................
Section 905. Conformity with Trust Indenture Act..................
Section 906. Reference in Securities to Supplemental Indentures...
</TABLE>
ARTICLE X COVENANTS
<TABLE>
<S> <C>
Section 1001. Payment of Principal, Premium and Interest..........
Section 1002. Maintenance of Office or Agency.....................
Section 1003. Money for Securities Payments to Be Held in Trust...
Section 1004. Statement by Officers of the Company and the
Guarantor as to Default.............................
Section 1005. Existence of the Company and the Guarantor..........
Section 1006. Maintenance of Properties of the Company and the
Guarantor...........................................
Section 1007. Payment of Taxes and Other Claims by the Company....
Section 1008. Limitation Upon Mortgages and Liens of the Company..
Section 1009. Limitation On Company Prior Indebtedness............
Section 1010. Waiver of Certain Covenants of the Company..........
Section 1011. Payment of Taxes and Other Claims by the Guarantor..
Section 1012. Limitation Upon Mortgages and Liens of the
Guarantor...........................................
Section 1013. Waiver of Certain Covenants of the Guarantor........
Section 1014. Exemption Under Investment Company Act..............
</TABLE>
ARTICLE XIREDEMPTION OF SECURITIES
<TABLE>
<S> <C>
Section 1101. Applicability of Article............................
Section 1102. Election to Redeem; Notice to Trustee...............
Section 1103. Selection by Trustee of Securities to Be Redeemed...
Section 1104. Notice of Redemption................................
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C>
Section 1105. Deposit of Redemption Price........................
Section 1106. Securities Payable on Redemption Date..............
Section 1107. Securities Redeemed in Part........................
</TABLE>
ARTICLE XII SINKING FUNDS
<TABLE>
<S> <C>
Section 1201. Applicability of Article...........................
Section 1202. Satisfaction of Sinking Fund Payments with
Securities.........................................
Section 1203. Redemption of Securities for Sinking Fund..........
</TABLE>
ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
<TABLE>
<S> <C>
Section 1301. Option to Effect Defeasance or Covenant Defeasance.
Section 1302. Defeasance and Discharge...........................
Section 1303. Covenant Defeasance................................
Section 1304. Conditions to Defeasance or Covenant Defeasance....
Section 1305. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous Provisions......
Section 1306. Reinstatement......................................
</TABLE>
ARTICLE XI SHAREHOLDERS' MEETINGS
<TABLE>
<S> <C>
Section 1401. Purposes for Which Meetings May be Called..........
Section 1402. Manner of Calling Meetings.........................
Section 1403. Call of Meetings by Company or Holders.............
Section 1404. Who May Attend and Vote at Meeting.................
Section 1405. Regulations May be Made by Trustee.................
Section 1406. Evidence of Actions by Holders.....................
Section 1407. Exercise of Rights of Trustee and Holders Not to
be Hindered or Delayed.............................
</TABLE>
iv
<PAGE>
INDENTURE, dated as of October 1, 1998, among SPRINT CAPITAL CORPORATION, a
Delaware corporation (herein called the "Company"), having its principal office
at 2330 Shawnee Mission Parkway, Westwood, Kansas, SPRINT CORPORATION, a Kansas
corporation (herein called the "Guarantor"), having its principal office at 2330
Shawnee Mission Parkway, Westwood, Kansas, and Bank One, N.A., a national
banking association, as Trustee (herein called the "Trustee").
Recitals of the Company and the Guarantor
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
The Guarantor has duly authorized the execution and delivery of this
Indenture and deems it appropriate from time to time to issue its guarantees of
the Securities on the terms herein provided (the "Guarantees").
All things necessary to make this Indenture a valid agreement of the
Company and the Guarantor, in accordance with its terms, have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
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2
(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as
are generally accepted at the date of such computation;
(4) in the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the
words "to" and "until" each mean "to but excluding";
(5) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may
be, of this Indenture; and
(6) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.
"Act", when used with respect to any Holder, has the meaning specified in
Section 104.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Attributable Debt" means, as to any Sale and Leaseback Transaction under
which any Person is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining term thereof (excluding any
subsequent renewal or other extension options held by the lessee), discounted
from the respective due dates thereof to such date of determination at the rate
of interest per annum implicit in the terms of such lease, as determined in good
faith by the Guarantor, compounded annually. The net amount of rent required to
be paid under any such lease for any such period shall be the amount of rent
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3
payable by the lessee with respect to such period, after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges and contingent rents.
"Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities of one or more series.
"Board of Directors" means either the board of directors of the Company or
the Guarantor, as the case may be, or any duly authorized committee of that
board.
"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company or the Guarantor, as the case may be,
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification.
"Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.
"Capital Lease Obligations" means indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with generally accepted accounting principles and the
amount of such indebtedness shall be the capitalized amount of such obligations
determined in accordance with generally accepted accounting principles
consistently applied.
"Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.
"Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.
"Company Request" or "Company Order", "Guarantor Request" or "Guarantor
Order" mean, respectively, a written request or order signed in the name of the
Company or the Guarantor by its Chairman of the Board, its Vice Chairman of the
Board, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.
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"Consolidated Net Tangible Assets" means the consolidated total assets of
the Guarantor and its Subsidiaries as reflected in the Guarantor' most recent
balance sheet preceding the date of determination prepared in accordance with
generally accepted accounting principles consistently applied, less (i) current
liabilities (excluding current maturities of long-term debt and Capital Lease
Obligations) and (ii) goodwill, tradenames, trademarks, patents, minority
interests of others, unamortized debt discount and expense and other like
intangible assets, (excluding any investments in permits or licenses issued,
granted or approved by the Federal Communications Commission or any successor
thereto).
"Corporate Trust Office" means the principal office of the Trustee in
Columbus, Ohio at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Indenture
is located at 100 East Broad Street, Columbus, Ohio 43215, Attention: Corporate
Trust Services.
"Corporation" means a corporation, association, joint-stock company or
business trust.
"Covenant Defeasance" has the meaning specified in Section 1303.
"Defaulted Interest" has the meaning specified in Section 307.
"Defeasance" has the meaning specified in Section 1302.
"Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.
"Expiration Date" has the meaning specified in Section 104.
"Funded Debt" means (i) all indebtedness which by its terms matures more
than 12 months from the creation, extension or renewal thereof or which is
extendible or renewable at the option of the obligor on such indebtedness to a
time more than 12 months after its creation, extension or renewal, and (ii) all
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5
guarantees, direct or indirect, of indebtedness of others which mature more than
12 months from the date of guarantee thereof or which are extendible or
renewable at the option of the obligor to a time more than 12 months after the
date of guarantee, except guarantees arising in connection with swap obligations
including obligations of any person pursuant to any interest rate or currency
swap agreement, interest rate cap, collar or floor agreement or other similar
agreement or arrangement or the sale, discount, guarantee or pledge of notes,
chattel mortgages, leases, accounts receivable, trade acceptances and other
paper arising, in the ordinary course of business, out of installment or
conditional sales to or by, or transactions involving title retention with,
distributors, dealers or other customers, of merchandise, equipment or services.
The Company shall be deemed to have assumed any Funded Debt secured by any
mortgage, pledge or other lien, or any title retention agreement, upon any of
its property or assets whether or not it has actually done so.
"Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 205 (or such
legend as may be specified as contemplated by Section 301 for such Securities).
"Guarantee" means the agreement of the Guarantor, in substantially the form
set forth in Section 204 hereof, to be endorsed on the Securities authenticated
and delivered hereunder.
"Guarantor" means the Person named as the "Guarantor" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor Person.
"Holder" means a Person in whose name a Security is registered in the
Security Register.
"Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.
"Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.
"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.
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"Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.
"Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement or zoning restriction, encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction.
"Maturity", when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.
"Notice of Default" means a written notice of the kind specified in Section
501(4) or 501(5).
"Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, or of the Guarantor in the case of the certificate of the
Guarantor, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 on behalf of the Company or
the Guarantor shall be its principal executive, financial or accounting officer.
"Opinion of Counsel" means a written opinion of counsel, for the Company if
such opinion is to be delivered on behalf of the Company, or for the Guarantor
if such opinion is to be delivered on behalf of the Guarantor, who may be an
employee of or counsel for the Company or the Guarantor, as the case may be, and
who shall be reasonably acceptable to the Trustee.
"Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.
"Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:
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(i) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities; provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been
made;
(iii) Securities as to which Defeasance has been effected pursuant to
Section 1302; and
(iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
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8
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company, the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, the Guarantor
or of such other obligor.
"Outstanding", when used with respect to Guarantees, means the Guarantees
of Outstanding Securities.
"Participant" has the meaning specified in Section 205.
"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.
"Permitted Liens" means (i) Liens existing on the date hereof; (ii) Liens
on Property existing at the time of acquisition thereof or to secure the payment
of all or any part of the purchase price thereof or to secure any indebtedness
incurred prior to, at the time of or within 270 days after the acquisition of
such Property for the purpose of financing all or any part of the purchase price
thereof; (iii) Liens securing indebtedness owing by a Restricted Subsidiary to
the Guarantor or any wholly-owned Subsidiary of the Guarantor; (iv) Liens on
Property of any entity, or on the stock, indebtedness or other obligations of
such entity, existing at the time (a) such entity becomes a Restricted
Subsidiary, (b) such entity is merged into or consolidated with the Guarantor or
a Restricted Subsidiary or (c) the Guarantor or a Restricted Subsidiary acquires
all or substantially all of the assets of such entity; provided that no such
Lien extends to any other Property of the Guarantor or any other Restricted
Subsidiary; (v) Liens on Property to secure any indebtedness incurred to provide
funds for all or any part of the cost of development of or improvements to such
Property; (vi) Liens on the Property of the Guarantor or any of its Restricted
Subsidiaries securing (a) nondelinquent performance of bids or contracts (other
than for borrowed money, obtaining of advances or credit or the securing of
debt), (b) contingent obligations on surety and appeal bonds and (c) other
nondelinquent obligations of a like nature, in each case, incurred in the
ordinary course of business; (vii) Liens securing Capital Lease Obligations,
provided that (a) any such Lien attaches to the Property within 270 days after
the acquisition thereof and (b) such Lien attaches solely to the Property so
acquired; (viii) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds, provided that such deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Guarantor or such Restricted Subsidiary, as
the case may be, in excess of those set forth by regulations promulgated by the
Federal Reserve Board and such deposit account is not intended by the Guarantor
or such Restricted Subsidiary to provide collateral to the depository
institution; (ix) pledges or deposits under worker's compensation laws,
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9
unemployment insurance laws or similar legislation; (x) statutory and tax Liens
for sums not yet due or delinquent or which are being contested or appealed in
good faith by appropriate proceedings; (xi) Liens arising solely by operation of
law, such as mechanics', materialmen's, warehouseman's and carriers' Liens and
Liens of landlords or of mortgages of landlords, on fixtures and movable
Property located on premises leased in the ordinary course of business; (xii)
Liens on personal Property, other than shares of stock or indebtedness of any
Restricted Subsidiary, to secure loans maturing not more than one year from the
date of the creation thereof and on accounts receivable associated with a
receivables financing program of the Guarantor or any of its Restricted
Subsidiaries; (xiii) any Lien created by or resulting from litigation or other
proceeding against, or upon property of, the Guarantor or any Restricted
Subsidiary, or any lien for workmen's compensation awards or similar awards, so
long as the finality of such judgment or award is being contested and execution
thereon is stayed or such Lien relates to a final unappealable judgment which is
satisfied within 30 days of such judgment or any Lien incurred by the Guarantor
or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in
the course of any litigation or other proceeding; provided that such judgment or
award does not constitute an Event of Default under clause (5) of Section 501;
(xiv) Liens on the real property of the Guarantor or a Restricted Subsidiary
which constitute minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of such real property, provided that all of the liens
referred to in this clause (xiv) in the aggregate do not at any time materially
detract from the value of such real property or materially impair its use in the
operation of the business of the Guarantor and its Subsidiaries; (xv) Liens on
Property of the Guarantor or a Restricted Subsidiary securing indebtedness or
other obligations issued by the United States of America or any State thereof or
any department, agency or instrumentality or political subdivision thereof, or
by any other country or any political subdivision thereof, for the purpose of
financing all or any part of the purchase price of (or, in the case of real
property, the cost of construction on or improvement of) any property or assets
subject to such Liens (including, but not limited to, Liens incurred in
connection with pollution control, industrial revenue or similar financings);
and (xvi) any renewal, extension or replacement (in whole or in part) of any
Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (xv) above
or of any indebtedness secured thereby, provided that such extension, renewal or
replacement Lien shall be limited to all or any part of the same Property that
secured the Lien extended, renewed or replaced (plus improvements on such
Property) and the principal amount of indebtedness secured thereby and not
otherwise authorized by clauses (i), (ii), (iv), (v), (vii) and (xv) shall not
exceed the principal amount of indebtedness plus any premium or fee payable in
connection with any such renewal, extension or replacement so secured at the
time of such renewal, extension or replacement.
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"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
Section 301.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.
"Property" means any asset or property of a Person, whether now owned or
hereafter acquired, or any interest therein or any income or profits therefrom,
including capital stock and indebtedness of Subsidiaries.
"Receivables Subsidiary" means a special purpose wholly-owned Subsidiary
created in connection with any transactions that may be entered into by the
Guarantor or any of its Subsidiaries pursuant to which the Guarantor or any of
its Subsidiaries may sell, convey, grant a security interest in or otherwise
transfer undivided percentage interests in its receivables.
"Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.
"Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.
"Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.
"Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
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any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
"Restricted Subsidiary" means any Subsidiary of the Guarantor (other than a
Receivables Subsidiary or Sprint Capital) if (i) such Subsidiary has
substantially all of its Property in the United States (other than its
territories and possessions) and (ii) at the end of the most recent fiscal
quarter of the Guarantor preceding the date of determination, the aggregate
amount, determined in accordance with generally accepted accounting principles
consistently applied, of securities of, loans and advances to, and other
investments in, such Subsidiary held by the Guarantor and its other
Subsidiaries, less any securities of, loans and advances to, and other
investments in the Guarantor and the Guarantor's other Subsidiaries held by such
Subsidiary or any of its Subsidiaries, exceeded 15% of the Guarantor's
Consolidated Net Tangible Assets.
"Sale and Leaseback Transaction" means, with respect to the Guarantor or a
Restricted Subsidiary, any direct or indirect arrangement pursuant to which
Property is sold or transferred by the Guarantor or such Restricted Subsidiary,
as the case may be, and is thereafter leased back from the purchaser or
transferee thereof by the Guarantor or such Restricted Subsidiary, as the case
may be.
"Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.
"Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.
"Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.
"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.
"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.
"Subsidiary" means a corporation, partnership, limited liability company or
other business organization, whether or not incorporated, a majority of the
Voting Securities of which are owned, directly or indirectly, by the Guarantor.
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"Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.
"U.S. Government Obligation" has the meaning specified in Section 1304.
"Vice President", when used with respect to the Company, the Guarantor or
the Trustee, means any vice president, whether or not designated by a number or
a word or words added before or after the title "vice president".
"Voting Securities" of a Subsidiary means the stock or other ownership or
equity interests, of whatever class or classes, the holders of which ordinarily
have the power to vote for the election of the members of the board of
directors, managers or trustees of such Subsidiary (other than stock or other
ownership or equity interests having such power only by reason of the happening
of a contingency).
SECTION 102. Compliance Certificates and Opinions.
Upon any application or request by the Company or the Guarantor, as the
case may be, to the Trustee to take any action under any provision of this
Indenture, the Company or the Guarantor, as the case may be, shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company or the
Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include,
(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
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(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition
has been complied with; and
(4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.
SECTION 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company or the Guarantor,
as the case may be, may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the Company or the
Guarantor, as the case may be, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
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SECTION 104. Acts of Holders; Record Dates.
Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company and
the Guarantor. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee, the Company and the Guarantor, if made in the manner provided in
this Section.
The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
The ownership of Securities shall be proved by the Security Register.
Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or the
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security.
The Company or the Guarantor may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided
that the Company or the Guarantor may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
<PAGE>
15
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company or the Guarantor from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company or the Guarantor, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.
The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company and the Guarantor in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.
<PAGE>
16
With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other parties hereto in writing,
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.
Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.
SECTION 105. Notices, Etc., to Trustee, Company or Guarantor.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company or the Guarantor shall
be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee by first-class mail, postage
prepaid, at its Corporate Trust Office, or
(2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this instrument, Attention: Corporate Secretary, or at
any other address previously furnished in writing to the Trustee by the
Company, or
(3) the Guarantor by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Guarantor
addressed to it at the address of its principal office specified in the
first paragraph of this instrument, Attention: Corporate Secretary, or at
any other address previously furnished in writing to the Trustee by the
Guarantor.
<PAGE>
17
SECTION 106. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.
SECTION 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.
SECTION 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Company or the
Guarantor shall bind its successors and assigns, whether so expressed or not.
<PAGE>
18
SECTION 110. Separability Clause.
In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 111. Benefits of Indenture.
Nothing in this Indenture, in the Securities or in the Guarantees, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.
SECTION 112. Governing Law.
This Indenture, the Securities and the Guarantees endorsed therein shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of law.
SECTION 113. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.
SECTION 114. Counterparts.
This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.
<PAGE>
19
ARTICLE II
FORMS OF SECURITIES AND GUARANTEES
SECTION 201. Forms Generally.
The Securities of each series and the related Guarantees shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution of the Company, in the case
of Securities, or of the Guarantor, in the case of Guarantees, or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities and Guarantees, as evidenced by their execution
thereof. If the form of Securities of any series or the form of the related
Guarantees is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company or the Guarantor, as the case may be, and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.
The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.
SECTION 202. Form of Face of Security.
[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]
......................
............................
CUSIP No.
No. ..... $ ....
Sprint Capital Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .........., or registered assigns, the
principal sum of ...................................... Dollars on
..................................... [if the Security is to bear interest prior
to Maturity, insert --, and to pay interest thereon from ............. or from
<PAGE>
20
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on .... and .... in each year, commencing ......, at
the rate of Y% per annum, until the principal hereof is paid or made available
for payment [if applicable, insert --, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of ... % per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ... or ... (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].
[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of .. % per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ...... % per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]]
Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ............ , in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert --;
<PAGE>
21
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].
Reference is hereby made to the further provisions of this Security 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, neither this Security nor
the Guarantee endorsed hereon shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
SPRINT CAPITAL CORPORATION
By
............................................
Attest:
...............
SECTION 203. Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1998 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company, Sprint Corporation, a Kansas corporation (herein
called the "Guarantor"), as Guarantor, and Bank One, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantor, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if
applicable, insert --, limited in aggregate principal amount to $ ........... ].
[If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ........... in any year commencing with the year ...... and ending with
the year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100 % of the principal amount, and (2)] at any time
[if applicable, insert -- on or after................, ........], as a whole or
in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable,
<PAGE>
22
insert -- on or before............... , ... %, and if redeemed] during the 12-
month period beginning ............. of the years indicated,
Redemption Redemption
Year Price Year Price
- ---------- ---------- ---- -----
and thereafter at a Redemption Price equal to .. % of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]
[If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on .... in any year
commencing with the year .... and ending with the year ....through operation of
the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert-- on or
after ...], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning.......of the years
indicated,
Redemption Price For Redemption
Redemption Price For Through Operation
Redemption Otherwise of the Than
Through Operation Year Sinking Fund of the Sinking
Fund ------------ --------------
- ----
and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
<PAGE>
23
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]
[If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ...... , redeem any Securities of this series as contemplated by
[if applicable, insert -- Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ..... % per annum.]
[If applicable, insert-- The sinking fund for this series provides for the
redemption on ...... in each year beginning with the year ...... and ending with
the year ...... of [if applicable, insert -- not less than $ ...... ("mandatory
sinking fund") and not more than] $ ...... aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [if applicable, insert -- mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert -- mandatory]
sinking fund payments otherwise required to be made [if applicable, insert --,
in the inverse order in which they become due].]
[If the Security is subject to redemption of any kind, insert- In the event
of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]
[If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]
[If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]
[If the Security is an Original Issue Discount Security, insert- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
<PAGE>
24
enforceable), all of the Company's and the Guarantor's obligations in respect of
the payment of the principal of and premium and interest, if any, on the
Securities of this series shall terminate.]
The Indenture provides that each Holder of a Security 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 Security. The Guarantee endorsed hereon
is an integral part of this Security.
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 Securities 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 Securities 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 Securities 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 Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security 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 Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security 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
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities 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
Securities 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 Security 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 Security 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 any
<PAGE>
25
premium and interest on this Security at the times, place and 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 Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities 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.
The Securities of this series are issuable only in registered form without
coupons in denominations of $ ....... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Guarantor or the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
SECTION 204. Form of Guarantee.
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
unconditionally guarantees to the Holder of the Security 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 any
overdue installment of interest) on said Security, [if applicable, insert - and
<PAGE>
26
the due and punctual payment of the sinking fund payments required with respect
to said Security,] 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 Security 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
Security or the Indenture, the absence of any action to enforce the same, any
waiver, modification, consent or indulgence by the Holder of said Security 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
Security 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 Security and this Guarantee. In
the event of a default in the payment of principal of, premium, if any, or
interest on said Security [if applicable, insert -- or in the event of a default
in the payment under a sinking fund], the Holder of said Security 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
Security 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 Securities
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
any, and interest on all Securities [if applicable, insert -- and the sinking
<PAGE>
27
fund payments required with respect thereto] 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
Security to the Holder of the Security 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
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 Security
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 Security.
This Guarantee shall not be valid or become obligatory for any purpose with
respect to the Security upon which it is endorsed until the certificate of
authentication on said Security shall have been signed by 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:
_________________________
SECTION 205. Form of Legend for Global Securities.
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:
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28
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security Registered, and no Transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.
The Trustee, the Company and the Guarantor may from time to time enter
into, and discontinue, an agreement with a Depositary including a "clearing
agency" registered under Section 17A of the Exchange Act, which is the owner of
the Securities, to establish procedures with respect to the Securities not
inconsistent with the provisions of this Indenture. None of the Company, the
Guarantor or the Trustee will have any responsibility or obligation to the
Depositary, any direct or indirect participants (the "Participants") in the book
entry system of any such Depositary or the Holders of the Securities with
respect to (i) the accuracy of any records maintained by the Depositary or any
Participant; (ii) the payment by the Depositary or by any Participant of any
amount due to any Holder in respect of the principal amount or redemption or
purchase price of, or interest on, any Securities; (iii) the delivery of any
notice by the Depositary or any Participant; (iv) the selection of the Holders
to receive payment in the event of any partial redemption of the Securities; or
(v) any other action taken by the Depositary or any Participant.
SECTION 206. Form of Trustee's Certificate of Authentication.
The Trustee's certificates of authentication shall be in substantially the
following form:
Dated:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Bank One, N.A.,
As Trustee
.........................................
Authorized Signer
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29
SECTION 207. CUSIP Numbers.
The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.
ARTICLE III
THE SECURITIES AND GUARANTEES
SECTION 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution of the Company and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish
the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;
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30
(4) the date or dates on which the principal of any Securities of the
series is payable;
(5) the rate or rates at which any Securities of the series shall bear
interest, if any, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any such interest payable on any
Interest Payment Date;
(6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable if other than the
Corporate Trust Office;
(7) the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other
than by a Board Resolution, the manner in which any election by the Company
to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions
upon which any Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;
(10) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be
determined;
(11) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any
premium or interest on any Securities of the series shall be payable and
the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose, including for purposes of the
definition of "Outstanding" in Section 101;
<PAGE>
31
(12) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other than that
or those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall be
payable, the periods within which and the terms and conditions upon which
such election is to be made and the amount so payable (or the manner in
which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
Section 502;
(14) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be
the principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall
be due and payable upon any Maturity other than the Stated Maturity or
which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to
be the principal amount shall be determined);
(15) if applicable, that the Securities of the series and their
related Guarantees, in whole or any specified part, shall be defeasible
pursuant to Section 1302 or Section 1303 or both such Sections and, if
other than by a Board Resolution, the manner in which any election by the
Company or Guarantor, as the case may be, to defease such Securities and
Guarantees shall be evidenced;
(16) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities,
the form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 205 and any
circumstances in addition to or in lieu of those set forth in Clause (2) of
the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer
of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a
nominee thereof;
(17) any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee
<PAGE>
32
or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 502;
(18) any addition to or change in the covenants set forth in Article
Ten which applies to Securities of the series;
(19) whether the Securities are to be issued with warrants to purchase
other Securities; and
(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).
The payment of principal and premium, if any, and interest and sinking fund
payments, if any, on or relating to the Securities of each series shall be
unconditionally guaranteed by the Guarantor.
All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.
If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.
At or prior to the issuance of any of the Guarantees, the exact form and
terms of such Guarantees, which shall be in substantially the form set forth in
Section 204 hereof, shall be established by or pursuant to a Board Resolution of
the Guarantor and set forth in an Officers' Certificate of the Guarantor.
SECTION 302. Denominations.
The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.
<PAGE>
33
SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by, and the
Guarantees endorsed thereon shall be executed on behalf of the Guarantor by, its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities or the Guarantees may be manual or facsimile. The
seal of the Company and the Guarantor may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities.
Securities or Guarantees bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or the
Guarantor shall bind the Company or the Guarantor, as the case may be,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company, with Guarantees endorsed thereon, to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the series or the form of the Guarantee relating thereto have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,
(1) if the form of such Securities or Guarantees has been established
by or pursuant to Board Resolution as permitted by Section 201, that such
form has been established in conformity with the provisions of this
Indenture;
(2) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this Indenture;
and
(3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company, and such Guarantees, when endorsed on
such Securities, all in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
<PAGE>
34
obligations of the Company and the Guarantor, respectively, enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.
Each Security shall be dated the date of its authentication.
No Security, or Guarantee thereof, shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.
<PAGE>
35
SECTION 304. Temporary Securities.
Pending the preparation of definitive Securities of any series, the Company
and the Guarantor may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities having duly executed Guarantees
endorsed thereon, which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities and Guarantees may determine, as evidenced by
their execution of such Securities and Guarantees.
If temporary Securities of any series are issued, the Company and the
Guarantor will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company and the
Guarantor shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities having duly executed
Guarantees endorsed thereon of the same series, of any authorized denominations
and of like tenor and aggregate principal amount. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and tenor
and the Guarantees endorsed thereon.
SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.
Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company and the Guarantor shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
<PAGE>
36
new Securities having duly executed Guarantees endorsed thereon of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount.
At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, having duly executed Guarantees endorsed
thereon, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company and
the Guarantor shall execute, and the Trustee shall authenticate and deliver, the
Securities having duly executed Guarantees endorsed thereon which the Holder
making the exchange is entitled to receive.
All Securities and Guarantees issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company and the
Guarantor, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Guarantees surrendered upon such
registration of transfer or exchange.
Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.
If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.
The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:
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37
(1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered,
in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security or (C) there shall
exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by
Section 301.
(3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued
in exchange for a Global Security or any portion thereof shall be
registered in such names as the Depositary for such Global Security shall
direct.
(4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
1107 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company and
the Guarantor shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security having a duly executed Guarantee endorsed
thereon of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.
If there shall be delivered to the Company, the Guarantor and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
<PAGE>
38
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company, the Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company and the Guarantor shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security having a duly executed Guarantee
endorsed thereon of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
Every new Security, and the Guarantee endorsed thereon, of any series
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company and the Guarantor, respectively, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities and Guarantees of that series duly issued
hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.
SECTION 307. Payment of Interest; Interest Rights Preserved.
Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.
Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
<PAGE>
39
such Defaulted Interest may be paid by the Company or the Guarantor, at their
election in each case, as provided in Clause (1) or (2) below:
(1) The Company or the Guarantor may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company or the Guarantor shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company or
the Guarantor shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company and the Guarantor of such Special Record Date
and, in the name and at the expense of the Company and the Guarantor, shall
cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be given to each Holder of Securities of
such series in the manner set forth in Section 106, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause (2).
(2) The Company or the Guarantor may make payment of any Defaulted
Interest on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company or the Guarantor to the
Trustee of the proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
<PAGE>
40
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.
SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and any premium and (subject to Section 307) any interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor, or the Trustee shall be affected by notice to the contrary.
SECTION 309. Cancellation.
All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company or the Guarantor may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order, provided, however, that the Trustee shall not be
required to destroy such cancelled Securities.
SECTION 310. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.
<PAGE>
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SECTION 311. Unconditional Guarantee.
(a) Each Holder of a Security shall have the benefit of the Guarantee in
substantially the form set forth in Section 204. Such Guarantee shall be
endorsed on each Security authenticated and delivered by the Trustee and such
Guarantee shall constitute an integral part of each such Security. Each such
Guarantee shall be signed on behalf of the Guarantor prior to the authentication
of the Security on which it is endorsed, and the delivery of such Security by
the Trustee , after the authentication thereof, shall constitute due delivery of
such Guarantee on behalf of the Guarantor.
(b) The Guarantor may, without the consent of any Holder of a Security,
assume all of the rights and obligations of the Company hereunder with respect
to a series of Securities and under the Securities of such series if, after
giving effect to such assumption, no Event of Default shall have occurred and be
continuing. Upon such an assumption, the Guarantor shall execute a supplemental
indenture evidencing its assumption of all such rights and obligations of the
Company and the Company shall be released from its liabilities hereunder and
under such Securities as obligor thereon.
(c) The Guarantor shall assume all of the rights and obligations of the
Company hereunder with respect to a series of Securities and under the
Securities of such series if, upon a default by the Company in the due and
punctual payment of the principal, premium, if any, or interest on such
Securities, the Guarantor is prevented by any court order or judicial proceeding
from fulfilling its obligations with respect to such series of Securities. Such
assumption shall result in the Securities of such series becoming the direct
obligations of the Guarantor and shall be effected without the consent of the
Holders of the Securities of any series. Upon such an assumption, the Guarantor
shall execute a supplemental indenture evidencing its assumption of all such
rights and obligations of the Company, and the Company shall be released from
its liabilities hereunder and under such Securities as obligor on the Securities
of such series.
<PAGE>
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ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company and the Guarantor, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when
(1) either
(A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or
(B) all such Securities not theretofore delivered to the Trustee for
cancellation
(xvii) have become due and payable, or
(xviii) will become due and payable at their Stated Maturity
within one year, or
(xix) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company and the Guarantor,
and the Company or the Guarantor, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;
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(2) the Company or the Guarantor has paid or caused to be paid all other
sums payable hereunder by the Company and the Guarantor; and
(3) the Company and the Guarantor each has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company and the Guarantor to the Trustee under Section 607
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of Clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive.
SECTION 402. Application of Trust Money.
Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.
ARTICLE V
REMEDIES
SECTION 501. Events of Default.
"Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(1) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default for
a period of 30 days; or
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(2) default in the payment of the principal of or any premium on any
Security of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or
(4) default in the performance, or breach, of any covenant or warranty
of the Company or the Guarantor in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than
that series), and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 10% in principal amount of the
Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or
(5) a default under any bond, debenture, note, guarantee or other
evidence of indebtedness for money borrowed by the Company or the Guarantor
(including a default with respect to Securities of any series other than
that series) or any Subsidiary or under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company or the
Guarantor (including this Indenture) or any Subsidiary, whether such
Indebtedness now exists or shall hereafter be created, which default shall
have resulted in more than $50,000,000 in aggregate principal amount of
such indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, without such
indebtedness having been discharged, or such acceleration having been
rescinded or annulled, within a period of 10 days after there shall have
been given, by registered or certified mail, to the Company and the
Guarantor by the Trustee or to the Company, the Guarantor and the Trustee
by the Holders of at least 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Company or the Guarantor to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and
stating that such notice is a "Notice of Default" hereunder; provided,
however, that, subject to the provisions of Sections 601 and 602, the
Trustee shall not be deemed to have knowledge of such default unless either
(A) a Responsible Officer of the Trustee shall have actual knowledge of
such default or (B) the Trustee shall have received written notice thereof
from the Company, from the Guarantor, from any Holder, from the holder of
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any such indebtedness or from the trustee under any such mortgage,
indenture or other instrument; or
(6) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or the Guarantor in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company or the Guarantor a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or the Guarantor
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or the Guarantor or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or
(7) the commencement by the Company or the Guarantor of a voluntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of the Company or
the Guarantor in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar
law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under any applicable Federal or
State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or
the Guarantor or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company or the Guarantor in
furtherance of any such action; or
(8) any other Event of Default provided with respect to Securities of
that series.
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SECTION 502. Acceleration of Maturity, Rescission and Annulment.
If an Event of Default (other than an Event of Default specified in Section
501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 501(6) or 501(7) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if
(1) the Company or the Guarantor has paid or deposited with the
Trustee a sum sufficient to pay
(A) all overdue interest on all Securities of that series,
(B) the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and
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(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and
(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.
The Company and the Guarantor covenant that if
(1) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or
(2) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof,
the Company and the Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.
If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.
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SECTION 504. Trustee May File Proofs of Claim.
In case of any judicial proceeding relative to the Company or the Guarantor
(or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.
No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.
SECTION 505. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities or
the Guarantees may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.
SECTION 506. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:
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First: To the payment of all amounts due the Trustee under Section 607;
Second: To the payment of the amounts then due and unpaid for principal of
and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; and
Third: To the Company.
SECTION 507. Limitation on Suits.
No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless
(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that
series;
(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.
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SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.
SECTION 509. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Guarantor, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.
SECTION 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
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SECTION 511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.
SECTION 512. Control by Holders.
The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that
(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and
(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.
SECTION 513. Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default
(1) in the payment of the principal of or any premium or interest on
any Security of such series, or
(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
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SECTION 514. Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Guarantor.
SECTION 515. Waiver of Usury, Stay or Extension Laws.
Each of the Company and the Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.
ARTICLE VI
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.
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SECTION 602. Notice of Defaults.
If a default occurs hereunder with respect to Securities of any series and
if the Trustee has actual knowledge of such default, the Trustee shall give the
Holders of Securities of such series notice of such default as and to the extent
provided by the Trust Indenture Act; provided, however, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.
SECTION 603. Certain Rights of Trustee.
Subject to the provisions of Section 601:
(1) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(2) any request or direction of the Company or the Guarantor mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order or
Guarantor Request or Guarantor Order, as the case may be, and any resolution of
the Board of Directors shall be sufficiently evidenced by a Board Resolution;
(3) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;
(4) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;
(5) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;
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(6) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company and the Guarantor, personally or by
agent or attorney; and
(7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.
SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein, in the Securities and in the Guarantees,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Company or the Guarantor, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture, of the
Securities or of the Guarantees. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.
SECTION 605. May Hold Securities.
The Trustee, any Paying Agent, any Security Registrar or any other agent
of the Company or the Guarantor, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613,
may otherwise deal with the Company or the Guarantor with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.
SECTION 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company or the Guarantor.
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SECTION 607. Compensation and Reimbursement.
The Company and the Guarantor agree
(1) to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder as shall be agreed to in writing between the
Company, the Guarantor and the Trustee (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);
(2) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and
(3) to indemnify the Trustee and its directors, officers, employees and
agents for, and to hold it harmless against, any loss, liability, damage, claim
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including, without limitation, reasonable fees and expenses of its
counsel and the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.
When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its counsel) are intended to
constitute expenses of administration under any applicable Federal or state
bankruptcy, insolvency or similar law.
The provisions of this Section 607 shall survive the resignation or removal
of the Trustee and the termination of this Indenture. The Trustee shall have a
lien prior to the Securities and Guarantees as to all property and funds held by
it hereunder for any amount owing it pursuant to this Section 607, except with
respect to funds held in trust for the benefit of the Holders of particular
Securities.
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SECTION 608. Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or a trustee under the Indenture dated as of
October 1, 1998, between the Guarantor and the Trustee.
SECTION 609. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.
SECTION 610. Resignation and Removal; Appointment of Successor.
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.
The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company and the Guarantor.
If the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.
The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee, the Company and
the Guarantor.
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If at any time:
(1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or the Guarantor or by any Holder who has been a
bona fide Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or the Guarantor or
by any such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,
then, in any such case, (A) the Company or the Guarantor by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to Section
514, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.
If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company, the Guarantor and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
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Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.
SECTION 611. Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the Guarantor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company, the Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.
In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the Guarantor,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
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same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company, the Guarantor or any successor
Trustee, such retiring Trustee shall, upon payment of its charges relating to
the Securities of that or those series to which the appointment of such
successor Trustee relates, duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.
Upon request of any such successor Trustee, the Company and the Guarantor
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.
No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.
SECTION 612. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.
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SECTION 613. Preferential Collection of Claims Against Company or
Guarantor.
If and when the Trustee shall be or become a creditor of the Company or the
Guarantor (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company or the Guarantor (or any such other obligor).
ARTICLE VII
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee
(1) semi-annually, not later than January 1 and July 1 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the preceding
December 15 or June 15, as the case may be, and
(2) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;
excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.
SECTION 702. Preservation of Information; Communications to Holders.
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.
The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.
Every Holder of Securities, by receiving and holding the same, agrees with
the Company, the Guarantor and the Trustee that none of the Company, the
Guarantor or
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the Trustee or any agent of any of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.
SECTION 703. Reports by Trustee.
The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to Section 313
of the Trust Indenture Act at the times and in the manner provided pursuant to
Section 313(c) of the Trust Indenture Act.
A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company and the
Guarantor. The Company will notify the Trustee when any Securities are listed on
any stock exchange.
SECTION 704. Reports by Guarantor.
The Guarantor shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to Section 314 of the Trust Indenture Act
at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company or Guarantor May Consolidate, Etc., Only on Certain
Terms.
Neither the Company nor the Guarantor shall consolidate with or merge into
any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and neither the Company nor the
Guarantor shall permit any Person to consolidate with or merge into the Company
or the Guarantor or convey, transfer or lease its properties and assets
substantially as an entirety to the Company or the Guarantor, unless:
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(1) in case the Company or the Guarantor shall consolidate with or
merge into another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the Person formed by
such consolidation or into which the Company or the Guarantor, as the case
may be, is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company or the Guarantor,
as the case may be, substantially as an entirety shall be a corporation,
partnership or trust, shall be organized and validly existing under the
laws of the United States of America, any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee,
in the case of the Company, the due and punctual payment of the principal
of and any premium and interest on all the Securities and the performance
or observance of every covenant of this Indenture on the part of the
Company to be performed or observed, and, in the case of the Guarantor, all
obligations under the Guarantees and the performance or observance of every
covenant of this Indenture on the part of the Guarantor to be performed or
observed;
(2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company, the Guarantor
or any Subsidiary as a result of such transaction as having been incurred
by the Company, the Guarantor or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and
be continuing;
(3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company or the
Guarantor, as the case may be, would become subject to a mortgage, pledge,
lien, security interest or other encumbrance which would not be permitted
by this Indenture, the Company, the Guarantor or such successor Person, as
the case may be, shall take such steps as shall be necessary effectively to
secure the Securities or the Guarantees, as the case may be, equally and
ratably with (or prior to) all indebtedness secured thereby; and
(4) the Company or the Guarantor, as the case may be, has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance, transfer or lease and,
if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction
have been complied with.
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SECTION 802. Successor Substituted.
Upon any consolidation of the Company or the Guarantor with, or merger of
the Company or the Guarantor into, any other Person or any conveyance, transfer
or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company or the Guarantor
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company or the Guarantor, as the case may be, under this Indenture with the same
effect as if such successor Person had been named as the Company or the
Guarantor herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture
and the Securities or the Guarantees, as the case may be.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, the Guarantor, when authorized by or pursuant to
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto for any of the following
purposes:
(1) to evidence the succession of another Person to the Company or the
Guarantor, as the case may be, and the assumption by any such successor of the
covenants of the Company or the Guarantor, as the case may be, herein and in the
Securities or the Guarantees; or
(2) to add to the covenants of the Company or the Guarantor for the benefit
of the Holders of all or any series of Securities (and if such covenants are to
be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company or the
Guarantor; or
(3) to add any additional Events of Default for the benefit of the Holders
of all or any series of Securities (and if such additional Events of Default are
to be for the benefit of less than all series of Securities, stating that such
additional Events of Default are expressly being included solely for the benefit
of such series); or
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(4) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such addition,
change or elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of any
such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding; or
(6) to secure the Securities or the Guarantees pursuant to the requirements
of Section 1008, Section 1012 or otherwise; or
(7) to establish the form or terms of Securities of any series as permitted
by Sections 201 and 301; or
(8) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611; or
(9) to provide for the appointment of an authenticating agent or agents
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series issued
upon original issue and upon exchange, registration of transfer or partial
redemption of Securities of such series; or
(10) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this Clause (10) shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect.
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SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company, when authorized by or pursuant to a
Board Resolution, the Guarantor, when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,
(1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the coin
or currency in which, any Security or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or
(3) modify any of the provisions of this Section, Section 513, Section
1010 or Section 1014, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the
references to "the Trustee" and concomitant changes in this Section,
Section 1010 and Section 1014, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(8), or
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(4) modify or affect in any manner adverse to the Holders the terms
and conditions and obligations of the Guarantor in respect of the due and
punctual payment of the principal of, premium, if any, or interest or
sinking fund payments, if any, on the Securities.
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.
SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
SECTION 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.
SECTION 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.
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SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities with Guarantees of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and the Guarantor and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.
ARTICLE X
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.
SECTION 1002. Maintenance of Office or Agency.
The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company or the Guarantor in respect of the Securities of that series
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company and the Guarantor hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.
The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written
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notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.
SECTION 1003. Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.
Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.
The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.
The Company or the Guarantor may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order or Guarantor Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal,
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premium or interest has become due and payable shall be paid to the Company on
Company Request (or, if deposited by the Guarantor, paid to the Guarantor on
Guarantor Request), or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company and the Guarantor for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, the City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company or the Guarantor, as the
case may be.
SECTION 1004. Statement by Officers of the Company and the Guarantor as to
Default.
The Company and the Guarantor, respectively, will deliver to the Trustee,
within 120 days after the end of each of their respective fiscal years ending
after the date hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or the Guarantor, as the case
may be, is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company or the
Guarantor shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. The statements in the Officers'
Certificate delivered on behalf of the Guarantor shall relate to both the
Company and the Guarantor.
SECTION 1005. Existence of the Company and the Guarantor.
Subject to Article Eight, the Company and the Guarantor each will do or
cause to be done all things necessary to preserve and keep in full force and
effect their respective existences, rights (charter and statutory) and
franchises; provided, however, that neither the Company nor the Guarantor shall
be required to preserve any such right or franchise if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company or the Guarantor, as the case may be, and
that the loss thereof is not disadvantageous in any material respect to the
Holders.
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SECTION 1006. Maintenance of Properties of the Company and the Guarantor.
The Company and the Guarantor will each cause all properties used or useful
in the conduct of their respective businesses or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company or the Guarantor, as the case may be, may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or the Guarantor from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company or the Guarantor, as the case
may be, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.
SECTION 1007. Payment of Taxes and Other Claims by the Company.
The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any of its Subsidiaries or upon
the income, profits or property of the Company or any such Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any such Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.
SECTION 1008. Limitation Upon Mortgages and Liens of the Company.
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The Company covenants and agrees as follows for the benefit of those series
of Securities as to which, pursuant to Section 301 in accordance with the
establishing Board Resolution and Officers' Certificate or indenture
supplemental hereto, it is provided that such series shall have the benefit of
this Section: The Company will not create, assume or suffer to exist any Lien
upon any of its Property without making effective provision (and the Company
covenants that in such case it will make or cause to be made effective
provision) whereby the Outstanding Securities and any other indebtedness of the
Company then entitled thereto shall be secured by such Lien or charge equally
and ratably with any and all other obligations and indebtedness thereby secured,
so long as any such other obligations and indebtedness shall be so secured
(provided, that for the purpose of providing such equal and ratable security,
the principal amount of Outstanding Securities of any series of Original Issue
Discount Securities shall be such portion of the principal amount as may be
specified in the terms of that series); provided, however, that the foregoing
covenant shall not be applicable to the following: (i) mechanics', laborers',
materialmen's and other similar Liens not then delinquent and any such Liens,
whether or not delinquent, whose validity is at the time being contested in good
faith, or any Lien or charge arising by reason of pledges or deposits to secure
payments of workmen's compensation or other insurance, good faith deposits in
connection with tenders or leases of real estate, bids or contracts (other than
contracts for the payment of money), deposits to secure public or statutory
obligations, deposits to secure or in lieu of surety, stay or appeal bonds, and
deposits as security for the payment of taxes or assessments or other similar
charges; (ii) any Lien arising by reason of deposits with or the giving of any
form of security to any governmental agency or any body created or approved by
law or governmental regulation for any purpose at any time as required by law or
governmental regulation as a condition to the transaction of any business or the
exercise of any privilege or license, or to enable the Company to maintain self-
insurance or to participate in any fund for liability on any insurance risks or
in connection with workmen's compensation, unemployment insurance, old age
pensions or other social security or to share in the privileges or benefits
required for companies participating in such arrangements; (iii) the Liens of
taxes, assessments or other governmental charges for the then current year or
not at the time due, or the Liens of taxes, assessments or other governmental
charges already due but the validity of which is being contested in good faith
and against which an adequate reserve has been established; (iv) any judgment
Lien against, or upon property of, the Company, or any Lien for workmen's
compensation awards or similar awards, so long as the finality of such judgment
or award is being contested and execution thereon is stayed; and (v) Liens on
the real property of the Company which constitute minor survey exceptions, minor
encumbrances, easements or reservations of, or rights of others for, rights of
way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of such real property,
provided that all of the Liens referred to in this clause (v) in the aggregate
do not at any time materially
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detract from the value of said properties or materially impair their use in the
operation of the businesses of the Company and its Subsidiaries.
SECTION 1009. Limitation On Company Prior Indebtedness.
The Company will not create, issue, assume or guarantee any unsecured
Funded Debt ranking prior to the Securities.
SECTION 1010. Waiver of Certain Covenants of the Company.
The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1008 to 1009, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such terms,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.
SECTION 1011. Payment of Taxes and Other Claims by the Guarantor.
The Guarantor will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Guarantor or any of its
Subsidiaries or upon the income, profits or property of the Guarantor or any
such Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon the property of the Guarantor
or any such Subsidiary; provided, however, that the Guarantor shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.
SECTION 1012. Limitation Upon Mortgages and Liens of the Guarantor.
The Guarantor covenants and agrees as follows for the benefit of those
series of Securities as to which, pursuant to Section 301 in accordance with the
establishing Board Resolution and Officers' Certificates or indenture
supplemental hereto, it is provided that such series shall have the benefit of
this Section:
The Guarantor will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or suffer to be created or to exist, any Lien
(other than
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Permitted Liens) upon any of its Property, unless it has made or will make
effective provision whereby the Outstanding Guarantees will be secured by such
Lien equally and ratably with (or prior to) all other indebtedness of the
Guarantor or such Restricted Subsidiary secured by such Lien for so long as any
such other indebtedness of the Guarantor or such Restricted Subsidiary shall be
so secured. Notwithstanding the foregoing, the Guarantor may, and may permit any
Restricted Subsidiary to, issue, assume, guarantee, or permit to exist
indebtedness secured by Liens on Property that are not Permitted Liens without
equally and ratably securing the Outstanding Guarantees, so long as the sum of
all such indebtedness then being issued, assumed, or guaranteed together with
all remaining outstanding indebtedness secured by a Lien that is not a Permitted
Lien together with the Attributable Debt in respect of any Sale and Leaseback
Transaction does not exceed 15% of the Guarantor's Consolidated Net Tangible
Assets.
SECTION 1013. Waiver of Certain Covenants of the Guarantor.
The Guarantor may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1012 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Guarantor and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.
SECTION 1014. Exemption Under Investment Company Act.
The Company will not engage in any business activities or issue any
securities that will result in its not being a finance subsidiary within the
meaning of Rule 3a-5 under the Investment Company Act. The Company will at all
times be exempt from registration under the Investment Company Act pursuant to
such rule or another exemption from such registration that, in an Opinion of
Counsel, is available to the Company.
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ARTICLE XI
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article.
Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with
this Article.
SECTION 1102. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.
SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.
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The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.
The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.
For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
SECTION 1104. Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any series
consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,
(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,
(5) the place or places where each such Security is to be surrendered
for payment of the Redemption Price,
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(6) that the redemption is for a sinking fund, if such is the case,
and
(7) the "CUSIP" number, if any, of the Securities.
Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
SECTION 1105. Deposit of Redemption Price.
On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.
SECTION 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.
If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.
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SECTION 1107. Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company and the Guarantor shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities having duly executed
Guarantees endorsed thereon of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.
ARTICLE XII
SINKING FUNDS
SECTION 1201. Applicability of Article.
The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.
The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.
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SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.
SECTION 1203. Redemption of Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.
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ARTICLE XIII
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. Option to Effect Defeasance or Covenant Defeasance.
Each of the Company and the Guarantor may elect, at its option at any time,
to have Section 1302 or Section 1303 applied to any Securities and their related
Guarantees or any series of Securities and their related Guarantees, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.
SECTION 1302. Defeasance and Discharge.
Upon the exercise of the option (if any) to have this Section applied to
any Securities and their related Guarantees or any series of Securities and
their related Guarantees, as the case may be, the Company and the Guarantor
shall be deemed to have been discharged from their respective obligations with
respect to such Securities and Guarantees as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company and the Guarantor shall be deemed to have paid and discharged the
entire indebtedness represented by such Securities and Guarantees and to have
satisfied all their other obligations under such Securities and Guarantees and
this Indenture insofar as such Securities and Guarantees are concerned (and the
Trustee, at the expense of the Company, shall execute on Company Order proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company's and the Guarantor's obligations with respect to such
Securities under Sections 304, 305 and 306, and the Company's obligations with
respect to such Securities under Sections 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company or the Guarantor may
exercise its option (if any) to have this Section applied to any Securities and
their related Guarantees notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities and their related
Guarantees.
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SECTION 1303. Covenant Defeasance.
Upon the Company's or Guarantor's exercise of its option (if any) to have
this Section applied to any Securities and their related Guarantees or any
series of Securities and their related Guarantees, as the case may be, (1) the
Company and the Guarantor shall be released from their obligations under Section
801(3), Sections 1006 through 1009 inclusive, Sections 1011 through 1012
inclusive, and any covenants provided pursuant to Section 301(18), 901(2) or
901(7) for the benefit of the Holders of such Securities and (2) the occurrence
of any event specified in Sections 501(4) (with respect to any of Section
801(3), Sections 1006 through 1009 inclusive, Sections 1011 through 1012
inclusive, and any such covenants provided pursuant to Section 301(18), 901(2)
or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of
Default in each case with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company and the
Guarantor may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section (to the
extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.
SECTION 1304. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities and their related Guarantees or any series of
Securities and their related Guarantees, as the case may be:
(1) The Company or the Guarantor shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee which satisfies
the requirements contemplated by Section 609 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or any such other
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qualifying trustee) to pay and discharge, the principal of and any premium
and interest on such Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such Securities. As used
herein, "U.S. Government Obligation" means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation
by the United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by
such depositary receipt.
(2) In the event of an election to have Section 1302 apply to any
Securities and their related Guarantees or any series of Securities and
their related Guarantees, as the case may be, the Company or the Guarantor
shall have delivered to the Trustee an Opinion of Counsel stating that (A)
the Company or the Guarantor has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.
(3) In the event of an election to have Section 1303 apply to any
Securities and their related Guarantees or any series of Securities and
their related Guarantees, as the case may be, the Company or the Guarantor
shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same
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amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur.
(4) The Company or the Guarantor shall have delivered to the Trustee
an Officer's Certificate to the effect that neither such Securities nor any
other Securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such deposit.
(5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities and their
related Guarantees or any other Securities and their related Guarantees
shall have occurred and be continuing at the time of such deposit or, with
regard to any such event specified in Sections 501(6) and (7), at any time
on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after
such 90th day).
(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such
Act).
(7) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company or the Guarantor is a party or by which
either of them is bound.
(8) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.
(9) The Company or the Guarantor shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance
have been complied with.
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SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.
The Company and the Guarantor shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.
Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.
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SECTION 1306. Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities and their related
Guarantees by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities and Guarantees from
which the Company and the Guarantor have been discharged or released pursuant to
Section 1302 or 1303 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities and
Guarantees, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
and Guarantees in accordance with this Article; provided, however, that if the
Company or the Guarantor makes any payment of principal of or any premium or
interest on any such Security and Guarantee following such reinstatement of its
obligations, the Company or the Guarantor shall be subrogated to the rights (if
any) of the Holders of such Securities and their related Guarantees to receive
such payment from the money so held in trust.
ARTICLE XIV
HOLDERS' MEETINGS
SECTION 1401. Purposes for Which Meetings May be Called.
A meeting of Holders of any series of Outstanding Securities may be called
at any time and from time to time pursuant to the provisions of this Article
Fourteen for any of the following purposes:
(1) to give any notice to the Company or to the Trustee, or to give any
direction to the Trustee, or to waive or consent to the waiving of any Event of
Default hereunder and its consequences, or to take any other action authorized
to be taken by Holders pursuant to any of the provisions of Article Five;
(2) to remove the Trustee or appoint a successor trustee, pursuant to the
provisions of Article Six;
(3) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Sections 901 and 902; or
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(4) to take any other action authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Securities under any
other provision of this Indenture or under applicable law.
SECTION 1402. Manner of Calling Meetings.
The Trustee may at any time call a meeting of Holders to take any action
specified in Section 1401. Notice of every meeting of such Holders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed by the Trustee to the
Company and to such Holders not less than 20 nor more than 60 days prior to the
date fixed for the meeting. Any meeting shall be valid without notice if all of
the Holders of such series of Outstanding Securities are present in person or by
proxy, or if notice is waived before or after the meeting by such Holders of
such series of Outstanding Securities, and if the Company and the Trustee are
either present or have, before or after the meeting, waived notice.
SECTION 1403. Call of Meetings by Company or Holders.
In case at any time the Company, pursuant to a resolution of its Board of
Directors, or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of the applicable series or, in the event the meeting
relates to the Holders of more than one series of Outstanding Securities, the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series, shall have requested the Trustee to call a meeting of
Holders to take any action authorized in Section 1401 by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders in the amount above
specified may determine the time and the place in Overland Park, Kansas for such
meeting and may call such meeting to take any action authorized in Section 1401,
by mailing notice thereof as provided in Section 1402.
SECTION 1404. Who May Attend and Vote at Meeting.
To be entitled to vote at any meeting of Holders a person shall (a) be a
Holder of one or more Securities with respect to which the meeting is being
held, as of the record date for such meeting (or, if no record date is set, as
of the date of such meeting), or (b) be a person appointed by an instrument in
writing as proxy by such Holder of one or more Securities. The only persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the persons entitled to vote at such meeting and their
<PAGE>
86
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.
At any meeting each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of Outstanding Securities held or represented by him.
SECTION 1405. Regulations May be Made by Trustee.
Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Securities and of the appointment
of proxies, and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate.
SECTION 1406. Evidence of Actions by Holders.
Whenever the Holders of a specified percentage in aggregate principal
amount of the Securities may take any action, the fact that the Holders of such
percentage have acted may be evidence by (a) instruments of similar tenor
executed by Holders in person or by attorney or written proxy, or (b) the
Holders voting in favor thereof at any meeting of Holders called and held in
accordance with the provisions of the rules for meetings of Holders, or (c) by a
combination thereof. The Trustee may require proof of any matter concerning the
execution of any instrument by a Holder or his attorney or proxy as it shall
deem necessary.
SECTION 1407. Exercise of Rights of Trustee and Holders Not to be Hindered
or Delayed.
Nothing in this Article Fourteen contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Securities.
<PAGE>
87
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
SPRINT CAPITAL CORPORATION
By: _______________________________
SPRINT CORPORATION
By: _______________________________
Bank One, N.A., as Trustee
By: _______________________________
<PAGE>
88
STATE OF KANSAS )
) SS.:
COUNTY OF JOHNSON)
On the ____ day of October, 1998, before me personally came Don A. Jensen,
to me known, who, being by me duly sworn, did depose and say that he is Vice
President of Sprint Capital Corporation, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
_________________________
My Commission Expires:
<PAGE>
89
STATE OF KANSAS )
) SS.:
COUNTY OF JOHNSON)
On the ______ day of October, 1998, before me personally came Don A.
Jensen, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of Sprint Corporation, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
________________________________
My Commission Expires:
STATE OF OHIO )
) SS.:
COUNTY OF FRANKLIN)
On the ____________ day of October, 1998, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is ________________ of Bank One, N.A., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
______________________________
My Commission Expires:
<PAGE>
Exhibit 5
October 13, 1998
Sprint Capital Corporation
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Gentlemen:
In connection with the proposed offering, issuance and sale by Sprint
Capital Corporation and/or Sprint Corporation of up to $8,000,000,000 aggregate
principal amount of Debt Securities (the "Debt Securities"), issuable under and
pursuant to the terms and provisions of Indentures dated as of October 1,
1998 (the "Indentures"), between you and Bank One, N.A., as Trustee, I have
examined the Registration Statement on Form S-3 (the "Registration Statement")
to be filed under the Securities Act of 1933, as amended (the "Act"), and such
other documents, records and matters as I have considered necessary or
appropriate for the purpose of rendering this opinion. The Debt Securities of
Sprint Capital Corporation will be unconditionally guaranteed (the "Guarantees")
as to the payment of principal, premium, if any, and interest by Sprint
Corporation.
Based upon such examination, I am of the opinion that when (i) the
Registration Statement has become effective under the Act, and (ii) the Debt
Securities have been duly authorized by appropriate corporate action, and the
Debt Securities and Guarantees have been duly executed, authenticated, issued
and delivered in accordance with the applicable Indenture and sold as
contemplated by the Registration Statement, the Debt Securities and Guarantees
will be legally issued and the valid and legally binding obligations of Sprint
Capital Corporation or Sprint Corporation, as the case may be, entitled to the
benefits of the applicable Indenture, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference made to me under the caption "Validity
of the Debt Securities" in the Prospectus forming a part of the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
----------------------
Don A. Jensen
<PAGE>
EXHIBIT 12
SPRINT CORPORATION
COMPUTATION OF RATIOS OF
EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
DECEMBER 31,
JUNE 30, ------------------------------------------------------
1998 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income from continuing
operations before
taxes ................ $ 731.4 $1,583.0 $1,911.9 $1,480.4 $1,387.9 $ 813.1
Capitalized interest... (41.3) (93.0) (104.0) (57.0) (7.5) (7.3)
Equity in losses of
less than 50 percent
owned entities........ 453.6 764.4 269.0 32.9 -- --
-------- -------- -------- -------- -------- --------
Subtotal................ 1,143.7 2,254.4 2,076.9 1,456.3 1,380.4 805.8
-------- -------- -------- -------- -------- --------
Fixed charges
Interest charges....... 169.3 280.2 300.7 317.7 308.2 374.3
Interest factor of
operating rents....... 75.8 136.1 119.2 120.1 111.5 117.4
Pre-tax cost of
preferred stock
dividends of
subsidiaries.......... 0.1 0.3 0.4 0.7 0.9 1.6
-------- -------- -------- -------- -------- --------
Total fixed charges..... 245.2 416.6 420.3 438.5 420.6 493.3
-------- -------- -------- -------- -------- --------
Earnings, as adjusted... $1,388.9 $2,671.0 $2,497.2 $1,894.8 $1,801.0 $1,299.1
======== ======== ======== ======== ======== ========
Ratio of earnings to
fixed charges.......... 5.66 6.41(1) 5.94(2) 4.32(3) 4.28 2.63(4)
======== ======== ======== ======== ======== ========
</TABLE>
- --------
(1) Earnings as computed for the ratio of earnings to fixed charges includes
nonrecurring items. These items include a litigation charge of $20
million, gains on the sales of local exchanges of $45 million and a gain
on the sale of an equity investment in an equipment provider of $26
million. Excluding these items, the ratio of earnings to fixed charges
would have been 6.29 for 1997.
(2) Earnings as computed for the ratio of earnings to fixed charges includes
the nonrecurring charge related to litigation of $60 million recorded in
1996. Excluding this charge, the ratio of earnings to fixed charges would
have been 6.08 for 1996.
(3) Earnings as computed for the ratio of earnings to fixed charges includes
the nonrecurring restructuring charge of $88 million recorded in 1995.
Excluding this charge, the ratio of earnings to fixed charges would have
been 4.52 for 1995.
(4) Earnings as computed for the ratio of earnings to fixed charges includes
the nonrecurring merger, integration and restructuring costs of $293
million recorded in 1993. Excluding these costs, the ratio of earnings to
fixed charges would have been 3.23 for 1993.
Note: The ratios were computed by dividing fixed charges into the sum of
earnings (after certain adjustments) and fixed charges. Earnings include
income from continuing operations before taxes, plus equity in the net
losses of less-than-50%-owned entities, less capitalized interest. Fixed
charges include (a) interest on all debt of continuing operations
(including amortization of debt issuance costs), (b) the interest
component of operating rents, and (c) the pre-tax cost of subsidiary
preferred stock dividends.
<PAGE>
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Sprint Corporation
and Sprint Capital Corporation for the registration of $8,000,000,000 of
unsecured senior debt securities, to the incorporation by reference therein of
our reports for Sprint Corporation and the FON Group dated February 3, 1998
(except Note 1, as to which the date is May 26, 1998) and our report for the
PCS Group dated May 26, 1998 included in Sprint's Proxy Statement/Prospectus
that forms a part of Registration Statement No. 333-65173 filed with the
Securities and Exchange Commission, and to the incorporation by reference
therein of our report dated February 3, 1998, with respect to the consolidated
financial statements and schedule of Sprint Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Kansas City, Missouri
October 13, 1998
<PAGE>
EXHIBIT 23-B
INDEPENDENT AUDITORS' CONSENTS
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our report dated May 26, 1998 (August 6,
1998 as to Note 4), on the combined financial statements of Sprint Spectrum
Holding Company, L.P. and subsidiaries, MinorCo, L.P. and subsidiaries,
PhillieCo Partners I, L.P. and subsidiaries and PhillieCo Partners II, L.P.
and subsidiaries (which expresses an unqualified opinion and includes an
explanatory paragraph referring to the emergence from the development stage),
appearing in Registration Statement No. 333-65173, and of our report dated May
26, 1998 (August 6, 1998 as to Note 4) relating to the combined financial
statement schedule appearing in this Registration Statement. We also consent
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our reports dated February 3, 1998, on
Sprint Spectrum L.P. and Sprint Spectrum Finance Corporation (which express an
unqualified opinion and includes an explanatory paragraph referring to the
emergence from the development stage) appearing in the Annual Report on Form
10-K of Sprint Spectrum L.P. and Sprint Spectrum Finance Corporation for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
We consent to the incorporation by reference in this Registration Statement of
Sprint Corporation on Form S-3 of our report dated February 3, 1998, on Sprint
Spectrum Holding Company, L.P. and subsidiaries (which expresses an
unqualified opinion and includes an explanatory paragraph referring to the
emergence from the development stage) appearing in the Annual Report on Form
10-K of Sprint Corporation for the year ended December 31, 1997 and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
Deloitte & Touche LLP
Kansas City, Missouri
October 12, 1998
<PAGE>
EXHIBIT 25
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
BANK ONE, N.A.
Not Applicable 31-4148768
(State of incorporation (I.R.S.Employer
if not a national bank) Identification No.)
100 East Broad Street, Columbus, Ohio 43271-0181
(Address of trustee's principal executive offices) (Zip Code)
c/o Bank One Trust Company, NA
100 East Broad Street
Columbus, Ohio 43271-0181
(614) 248-5811
(Name, address and telephone number of agent for service)
SPRINT CORPORATION
(Exact name of obligor as specified in its charter)
Kansas 48-0457967
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
SPRINT CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 48-1132866
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
2330 Shawnee Mission Pkwy. 66205
Westwood, Kansas (Zip Code)
(Address of principal executive
office)
Unsecured Senior Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Cleveland, Cleveland, Ohio
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System,
Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
16. LIST OF EXHIBITS
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY AND QUALIFICATION. (EXHIBITS IDENTIFIED IN PARENTHESES, ON
FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS
EXHIBITS HERETO.)
Exhibit 1 - A copy of the Articles of Association of the trustee as now in
effect.
<PAGE>
Exhibit 2 - A copy of the Certificate of Authority of the trustee to
commence business, see Exhibit 2 to Form T-1, filed in
connection with Form S-3 relating to Wheeling-Pittsburgh
Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.
Exhibit 3 - A copy of the Authorization of the trustee to exercise
corporate trust powers, see Exhibit 3 to Form T-1, filed in
connection with Form S-3 relating to Wheeling-Pittsburgh
Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.
Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended.
Exhibit 7 - Report of Condition of the trustee as of the close of business
on June 30, 1998, published pursuant to the requirements of the
Comptroller of the Company, see attached.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in
default.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Bank One, NA, a national banking association organized
under the National Banking Act, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the city of Columbus, and the state of Ohio, on the 13th
day of October, 1998.
Bank One, NA
By: /s/ David B. Knox
----------------------------------
David B. Knox
Authorized Signer
<PAGE>
Exhibit 1
BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
-----------------------
For the purpose of organizing an association to carry on the business of
banking under the laws of the United States, the following Articles of
Association are entered into:
FIRST. The title of this Association shall be BANK ONE, COLUMBUS, NATIONAL
-----
ASSOCIATION.
SECOND. The main office of the Association shall be in Columbus, County of
------
Franklin, State of Ohio. The general business of the Association shall be
conducted at its main office and its branches.
THIRD. The Board of Directors of this Association shall consist of not less
-----
than five nor more than twenty-five Directors, the exact number of
Directors within such minimum and maximum limits to be fixed and determined
from time-to-time by resolution of the shareholders at any annual or
special meeting thereof, provided, however, that the Board of Directors, by
resolution of a majority thereof, shall be authorized to increase the
number of its members by not more than two between regular meetings of the
shareholders. Each Director, during the full term of his directorship,
shall own, as qualifying shares, the minimum number of shares of either
this Association or of its parent bank holding company in accordance with
the provisions of applicable law. Unless otherwise provided by the laws of
the United States, any vacancy in the Board of Directors for any reason,
including an increase in the number thereof, may be filled by action of the
Board of Directors.
<PAGE>
FOURTH. The annual meeting of the shareholders for the election of Directors
------
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office of this Association or such other
place as the Board of Directors may designate, on the day of each year
specified therefor in the By-Laws, but if no election is held on that day,
it may be held on any subsequent business day according to the provisions
of law; and all elections shall be held according to such lawful
regulations as may be prescribed by the Board of Directors.
FIFTH. The authorized amount of capital stock of this Association shall be
-----
2,073,750 shares of common stock of the par value of Ten Dollars ($10)
each; but said capital stock may be increased or decreased from time-to-
time, in accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the
Association shall have the preemptive or preferential right of subscription
to any share of any class of stock of this Association, whether now or
hereafter authorized or to any obligations convertible into stock of this
Association, issued or sold, nor any right of subscription to any thereof
other than such, if any, as the Board of Directors, in its discretion, may
from time-to-time determine and at such price as the Board of Directors may
from time-to-time fix.
This Association, at any time and from time-to-time, may authorize and
issue debt obligations, whether or not subordinated, without the approval
of the shareholders.
<PAGE>
SIXTH. The Board of Directors shall appoint one of its members President of
-----
the Association, who shall be Chairman of the Board, unless the Board
appoints another director to be the Chairman. The Board of Directors shall
have the power to appoint one or more Vice Presidents and to appoint a
Secretary and such other officers and employees as may be required to
transact the business of this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid
to them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of
this Association shall be made; to manage and administer the business and
affairs of this Association; to make all By-Laws that it may be lawful for
them to make; and generally to do and perform all acts that it may be legal
for a Board of Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the location
-------
of the main office to any other place within the limits of the City of
Columbus, Ohio, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of this
Association to any other location, without the approval of the shareholders
but subject to the approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
------
terminated in accordance with the laws of the United States.
<PAGE>
NINTH. The Board of Directors of this Association, or any three or more
-----
shareholders owning, in the aggregate, not less than 10 percent of the
stock of this Association, may call a special meeting of shareholders at
any time. Unless otherwise provided by the laws of the United States, a
notice of the time, place and purpose of every annual and special meeting
of the shareholders shall be given by first-class mail, postage prepaid,
mailed at least ten days prior to the date of such meeting to each
shareholder of record at his address as shown upon the books of this
Association.
<PAGE>
TENTH. Every person who is or was a Director, officer or employee of the
-----
Association or of any other corporation which he served as a Director,
officer or employee at the request of the Association as part of his
regularly assigned duties may be indemnified by the Association in
accordance with the provisions of this paragraph against all liability
(including, without limitation, judgments, fines, penalties and
settlements) and all reasonable expenses (including, without limitation,
attorneys' fees and investigative expenses) that may be incurred or paid by
him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this
paragraphs as "Claims") or in connection with any appeal relating thereto
in which he may become involved as a party or otherwise or with which he
may be threatened by reason of his being or having been a Director, officer
or employee of the Association or such other corporation, or by reason of
any action taken or omitted by him in his capacity as such Director,
officer or employee, whether or not he continues to be such at the time
such liability or expenses are incurred, provided that nothing contained in
this paragraph shall be construed to permit indemnification of any such
person who is adjudged guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts, unless, at the time such indemnification
is sought, such indemnification in such instance is permissible under
applicable law and regulations, including published rulings of the
Comptroller of the Currency or other appropriate supervisory or regulatory
authority, and provided further that there shall be no indemnification of
directors, officers, or employees against expenses, penalties, or other
payments incurred in an administrative proceeding or action instituted by
an appropriate regulatory agency which proceeding or action results in a
final order assessing civil money penalties or requiring affirmative
<PAGE>
action by an individual or individuals in the form of payments to the
Association. Every person who may be indemnified under the provisions of
this paragraph and who has been wholly successful on the merits with
respect to any Claim shall be entitled to indemnification as of right.
Except as provided in the preceding sentence, any indemnification under
this paragraph shall be at the sole discretion of the Board of Directors
and shall be made only if the Board of Directors or the Executive Committee
acting by a quorum consisting of Directors who are not parties to such
Claim shall find or if independent legal counsel (who may be the regular
counsel of the Association) selected by the Board of Directors or Executive
Committee whether or not a disinterested quorum exists shall render their
opinion that in view of all of the circumstances then surrounding the
Claim, such indemnification is equitable and in the best interests of the
Association. Among the circumstances to be taken into consideration in
arriving at such a finding or opinion is the existence or non-existence of
a contract of insurance or indemnity under which the Association would be
wholly or partially reimbursed for such indemnification, but the existence
or non-existence of such insurance is not the sole circumstance to be
considered nor shall it be wholly determinative of whether such
indemnification shall be made. In addition to such finding or opinion, no
indemnification under this paragraph shall be made unless the Board of
Directors or the Executive Committee acting by a quorum consisting of
Directors who are not parties to such Claim shall find or if independent
legal counsel (who may be the regular counsel of the Association) selected
by the Board of Directors or Executive Committee whether or not a
disinterested quorum exists shall render their opinion that the Director,
officer or employee acted in good faith in what he reasonably believed to
be the best interests of the Association or such other corporation and
further in the case of any criminal action or proceeding, that the
Director, officer or employee reasonably
<PAGE>
believed his conduct to be lawful.
Determination of any Claim by judgment adverse to a Director, officer or
employee by settlement with or without Court approval or conviction upon a
plea of guilty or of nolo contendere or its equivalent shall not create a
---------------
presumption that a Director, officer or employee failed to meet the
standards of conduct set forth in this paragraph. Expenses incurred with
respect to any Claim may be advanced by the Association prior to the final
disposition thereof upon receipt of an undertaking satisfactory to the
Association by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
paragraph. The rights of indemnification provided in this paragraph shall
be in addition to any rights to which any Director, officer or employee may
otherwise be entitled by contract or as a matter of law.
<PAGE>
Every person who shall act as a Director, officer or employee of this
Association shall be conclusively presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.
ELEVENTH. These Articles of Association may be amended at any regular or
--------
special meeting of the shareholders by the affirmative vote of the holders
of a majority of the stock of this Association, unless the vote of the
holders of a greater amount of stock is required by law, and in that case
by the vote of the holders of such greater amount.
<PAGE>
Exhibit 4
BY-LAWS
-------
OF
--
BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
----------------------------------------
ARTICLE I
---------
MEETING OF SHAREHOLDERS
-----------------------
SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the
-----------------------------
Shareholders of the Bank for the election of Directors and for the
transaction of such business as may properly come before the meeting
shall be held at its main banking house, or other convenient place duly
authorized by the Board of Directors, on the third Monday of January of
each year, or on the next succeeding banking day, if the day fixed falls
on a legal holiday. If from any cause, an election of directors is not
made on the day fixed for the regular meeting of shareholders or, in the
event of a legal holiday, on the next succeeding banking day, the Board
of Directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable, according to the provisions of law;
and notice thereof shall be given in the manner herein provided for the
annual meeting. Notice of such annual meeting shall be given by or under
the direction of the Secretary or such other officer as may be designated
by the Chief Executive Officer by first-class mail, postage prepaid, to
all shareholders of record of the Bank at their respective addresses as
shown upon the books of the Bank mailed not less than ten days prior to
the date fixed for such meeting.
SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders
-------------------------------
of this Bank may be called at any time by the Board of Directors or by
any three or more shareholders owning, in the aggregate, not less than
ten percent of the stock of this Bank. The notice of any special meeting
of the shareholders called by the Board of Directors, stating the time,
place and purpose of the meeting, shall be given by or under the
direction of the Secretary, or such other officer as is designated by the
Chief Executive Officer, by first-class mail, postage prepaid, to all
shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank, mailed not less than ten days prior to the
date fixed for such meeting.
<PAGE>
Any special meeting of shareholders shall be conducted and its proceedings
recorded in the manner prescribed in these By-Laws for annual meetings of
shareholders.
SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of
-------------------------------------------------
Directors may designate a person to be the Secretary of the meetings of
shareholders. In the absence of a presiding officer, as designated in
these By-Laws, the Board of Directors may designate a person to act as
the presiding officer. In the event the Board of Directors fails to
designate a person to preside at a meeting of shareholders and a
Secretary of such meeting, the shareholders present or represented shall
elect a person to preside and a person to serve as Secretary of the
meeting.
The Secretary of the meetings of shareholders shall cause the returns made by
the judges and election and other proceedings to be recorded in the minute book
of the Bank. The presiding officer shall notify the directors-elect of their
election and to meet forthwith for the organization of the new board.
The minutes of the meeting shall be signed by the presiding officer and the
Secretary designated for the meeting.
SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint
---------------------------------
as many as three shareholders to be judges of the election, who shall
hold and conduct the same, and who shall, after the election has been
held, notify, in writing over their signatures, the secretary of the
shareholders' meeting of the result thereof and the names of the
Directors elected; provided, however, that upon failure for any reason of
any judge or judges of election, so appointed by the directors, to serve,
the presiding officer of the meeting shall appoint other shareholders or
their proxies to fill the vacancies. The judges of election at the
request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over
their signatures, the secretary of the Board of Directors of the result
thereof.
SECTION 1.05. PROXIES. In all elections of Directors, each shareholder
----------------------
of record, who is qualified to vote under the provisions of Federal Law,
shall have the right to vote the number of shares of record in his name
for as many persons as there are Directors to be elected, or to cumulate
such shares as provided by Federal Law. In deciding all other questions
at meetings of shareholders, each shareholder shall be entitled to one
vote on each share of stock of record in his name. Shareholders may vote
by proxy duly authorized in writing. All proxies used at the annual
meeting shall be secured for that meeting only, or any adjournment
<PAGE>
thereof, and shall be dated, and if not dated by the shareholder, shall
be dated as of the date of receipt thereof. No officer or employee of
this Bank may act as proxy.
SECTION 1.06. QUORUM. Holders of record of a majority of the shares of
---------------------
the capital stock of the Bank, eligible to be voted, present either in
person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of shareholders, but shareholders present at any
meeting and constituting less than a quorum may, without further notice,
adjourn the meeting from time to time until a quorum is obtained. A
majority of the votes cast shall decide every question or matter
submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Articles of Association.
<PAGE>
ARTICLE II
----------
DIRECTORS
---------
SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be
- -------------------------------------
managed by the Board of Directors. Each director of the Bank shall be the
beneficial owner of a substantial number of shares of BANC ONE CORPORATION and
shall be employed either in the position of Chief Executive Officer or active
leadership within his or her business, professional or community interest which
shall be located within the geographic area in which the Bank operates, or as an
executive officer of the Bank. A director shall not be eligible for nomination
and re-election as a director of the Bank if such person's executive or
leadership position within his or her business, professional or community
interests which qualifies such person as a director of Bank terminates. The age
of 70 is the mandatory retirement age as a director of the Bank. When a
person's eligibility as director of the Bank terminates, whether because of
change in share ownership, position, residency or age, within 30 days after such
termination, such person shall submit his resignation as a director to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director. Provided, however, following
a person's retirement or resignation as a director because of the age
limitations herein set forth with respect to election or re-election as a
director, such person may, in special or unusual circumstances, and at the
discretion of the Board, be elected by the directors as a Director Emeritus of
the Bank for a limited period of time. A Director Emeritus shall have the right
to participate in board meetings but shall be without the power to vote and
shall be subject to re-election by the Board at its organizational meeting
following the Bank's annual meeting of shareholders.
SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification
- -----------------------------
prescribed by law. No person elected a director may exercise any of the powers
of his office until he has taken the oath of such office.
SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until the
- ----------------------------------------
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to his prior death,
resignation, or removal from office. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Bank
until such vacancy is filled by the remaining directors, and any director so
appointed shall hold office for the unexpired term of his or her successor.
Notwithstanding the foregoing, each director shall hold
<PAGE>
office and serve at the pleasure of the Board.
SECTION 2.04. ORGANIZATION MEETING. The directors elected by the share-
- -----------------------------------
holders shall meet for organization of the new board at the time fixed by the
presiding officer of the annual meeting. If at the time fixed for such meeting
there is no quorum present, the Directors in attendance may adjourn from time to
time until a quorum is obtained. A majority of the number of Directors elected
by the shareholders shall constitute a quorum for the transaction of business.
SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of Directors
- -------------------------------
shall be held on the third Monday of each calendar month excluding March and
July, which meeting will be held at 4:00 p.m. When any regular meeting of the
Board falls on a holiday, the meeting shall be held on such other day as the
Board may previously designate or should the Board fail to so designate, on such
day as the Chairman of the Board of President may fix. Whenever a quorum is not
present, the directors in attendance shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding regular meeting
of the Board.
SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors
- -------------------------------
shall be held at the call of the Chairman of the Board or President, or at the
request of two or more Directors. Any special meeting may be held at such place
in Franklin County, Ohio, and at such time as may be fixed in the call. Written
or oral notice shall be given to each Director not later than the day next
preceding the day on which special meeting is to be held, which notice may be
waived in writing.
<PAGE>
The presence of a Director at any meeting of the Board shall be deemed a waiver
of notice thereof by him. Whenever a quorum is not present the Directors in
attendance shall adjourn the special meeting from day to day until a quorum is
obtained.
SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum at
- ---------------------
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.
SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall
- ---------------------------
receive such fees for, and transportation expenses incident to, attendance at
Board and Board Committee Meetings and such fees for service as a Director
irrespective of meeting attendance as from time to time are fixed by resolution
of the Board; provided, however, that payment hereunder shall not be made to a
Director for meetings attended and/or Board service which are not for the Bank's
sole benefit and which are concurrent and duplicative with meetings attended or
board service for an affiliate of the Bank for which the Director receives
payment; and provided further, that payment hereunder shall not be made in the
case of any Director in the regular employment of the Bank or of one of its
affiliates.
SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the
- ----------------------------------
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers of
the Board of Directors in accordance with the Provisions of the "Employees
Retirement Plan" and the "Agreement and Declaration of Trust" as the same now
exist or may be amended hereafter. The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the Bank, one of whom, as hereinafter required by these By-laws, shall be the
Chief Executive Officer. The other members of the Committee shall be appointed
by the Chairman of the Board or by the President, with the approval of the Board
and shall continue as members of the Executive Committee until their successors
are appointed, provided, however, that any member of the Executive Committee may
be removed
<PAGE>
by the Board upon a majority vote thereof at any regular or special meeting of
the Board. The Chairman or President shall fill any vacancy in the Committee by
the appointment of another Director, subject to the approval of the Board of
Directors. The regular meetings of the Executive Committee shall be held on a
regular basis as scheduled by the Board of Directors. Special meetings of the
Executive Committee shall be held at the call of the Chairman or President or
any two members thereof at such time or times as may be designated. In the event
of the absence of any member or members of the Committee, the presiding member
may appoint a member or members of the Board to fill the place or places of such
absent member or members to serve during such absence. Not fewer than three
members of the Committee must be present at any meeting of the Executive
Committee to constitute a quorum, provided, however that with regard to any
matters on which the Executive Committee shall vote, a majority of the Committee
members present at the meeting at which a vote is to be taken shall not be
officers of the Bank and, provided further, that if, at any meeting at which the
Chairman of the Board and President are both present, Committee members who are
not officers are not in the majority, then the Chairman of the Board or
President, which ever of such officers is not also the Chief Executive Officer,
shall not be eligible to vote at such meeting and shall not be recognized for
purposes of determining if a quorum is present at such meeting. When neither the
Chairman of the Board nor President are present, the Committee shall appoint a
presiding officer. The Executive Committee shall keep a record of its
proceedings and report its proceedings and the action taken by it to the Board
of Directors.
SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE. There
- ------------------------------------------------------------------------
shall be a standing committee of the Board of Directors known as the Community
Reinvestment Act and Compliance Policy Committee the duties of which shall be,
at least once in each calendar year, to review, develop and recommend policies
and programs related to the Bank's Community Reinvestment Act Compliance and
regulatory compliance with all existing statutes, rules and regulations
affecting the Bank under state and federal law. Such Committee shall provide
and promptly make a full report of such review of current Bank policies with
regard to Community Reinvestment Act and regulatory compliance in writing to the
Board, with recommendations, if any, which may be necessary to correct any
unsatisfactory conditions. Such Committee may, in its discretion, in fulfilling
its duties, utilize the Community Reinvestment Act officers of the Bank, Banc
One Ohio Corporation and Banc One Corporation and may engage outside Community
Reinvestment Act experts, as approved by the Board, to review, develop and
recommend policies and programs as herein required. The Community Reinvestment
Act and regulatory compliance policies and procedures established and the
<PAGE>
recommendations made shall be consistent with, and shall supplement, the
Community Reinvestment Act and regulatory compliance programs, policies and
procedures of Banc One Corporation and Banc One Ohio Corporation. The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board members, one of whom shall be the Chief Executive Officer and a
majority of whom are not officers of the Bank. Not fewer than three members of
the Committee, a majority of whom are not officers of the Bank, must be present
to constitute a quorum. The Chairman of the Board or President of the Bank,
whichever is not the Chief Executive Officer, shall be an ex officio member of
the Community Reinvestment Act and Compliance Policy Committee. The Community
Reinvestment Act and Compliance Policy Committee, whose chairman shall be
appointed by the Board, shall keep a record of its proceedings and report its
proceedings and the action taken by it to the Board of Directors.
SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known
- -------------------------------
as the Trust Management Committee and the Trust Examination Committee appointed
as hereinafter provided.
SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such
- -------------------------------
special committees from time to time as are in its judgment necessary in the
interest of the Bank.
<PAGE>
ARTICLE III
-----------
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
----------------------------------------
SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.
- --------------------------------------------
(a) The officers of the Bank shall include a President, Secretary and
Security Officer and may include a Chairman of the Board, one or more
Vice Chairmen, one or more Vice Presidents (which may include one or more
Executive Vice Presidents and/or Senior Vice Presidents) and one or more
Assistant Secretaries, all of whom shall be elected by the Board. All
other officers may be elected by the Board or appointed in writing by the
Chief Executive Officer. The salaries of all officers elected by the
Board shall be fixed by the Board. The Board from time-to-time shall
designate the President or Chairman of the Board to serve as the Bank's
Chief Executive Officer.
(b) The Chairman of the Board, if any, and the President shall be elected by
the Board from their own number. The President and Chairman of the Board
shall be re-elected by the Board annually at the organizational meeting
of the Board of Directors following the Annual Meeting of Shareholders.
Such officers as the Board shall elect from their own number shall hold
office from the date of their election as officers until the organization
meeting of the Board of Directors following the next Annual Meeting of
Shareholders, provided, however, that such officers may be relieved of
their duties at any time by action of the Board in which event all the
powers incident to their office shall immediately terminate.
(c) Except as provided in the case of the elected officers who are members of
the Board, all officers, whether elected or appointed, shall hold office
at the pleasure of the Board. Except as otherwise limited by law or these
By-laws, the Board assigns to Chief Executive Officer and/or his
designees the authority to appoint and dismiss any elected or appointed
officer or other member of the Bank's management staff and other
employees of the Bank, as the person in charge of and responsible for any
branch office, department, section, operation, function, assignment or
duty in the Bank.
<PAGE>
(d) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chief Executive Officer, and such other
persons in the employment of the Bank who, pursuant to written
appointment and authorization by a duly authorized officer of the Bank,
perform management functions and have management responsibilities. Any
two or more offices may be held by the same person except that no person
shall hold the office of Chairman of the Board and/or President and at
the same time also hold the office of Secretary.
(e) The Chief Executive Officer of the Bank and any other officer of the
Bank, to the extent that such officer is authorized in writing by the
Chief Executive Officer, may appoint persons other than officers who are
in the employment of the Bank to serve in management positions and in
connection therewith, the appointing officer may assign such title,
salary, responsibilities and functions as are deemed appropriate by him,
provided, however, that nothing contained herein shall be construed as
placing any limitation on the authority of the Chief Executive Officer as
provided in this and other sections of these By-Laws.
SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Bank
- --------------------------------------
shall have general and active management of the business of the Bank and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. Except as otherwise prescribed or limited by these By-Laws, the Chief
Executive Officer shall have full right, authority and power to control all
personnel, including elected and appointed officers, of the Bank, to employ or
direct the employment of such personnel and officers as he may deem necessary,
including the fixing of salaries and the dismissal of them at pleasure, and to
define and prescribe the duties and responsibility of all Officers of the Bank,
subject to such further limitations and directions as he may from time-to-time
deem proper. The Chief Executive Officer shall perform all duties incident to
his office and such other and further duties, as may, from time-to-time, be
required of him by the Board of Directors or the shareholders. The specification
of authority in these By-Laws wherever and to whomever granted shall not be
construed to limit in any manner the general powers of delegation granted to the
Chief Executive Officer in conducting the business of the Bank. The Chief
Executive Officer or, in his absence, the Chairman of the Board or President of
the Bank, as designated by the Chief Executive Officer, shall preside at all
meetings of shareholders and
<PAGE>
meetings of the Board. In the absence of the Chief Executive Officer, such
officer as is designated by the Chief Executive Officer shall be vested with all
the powers and perform all the duties of the Chief Executive Officer as defined
by these By-Laws. When designating an officer to serve in his absence, the Chief
Executive Officer shall select an officer who is a member of the Board of
Directors whenever such officer is available.
SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive
- ------------------------------------------------------
Officer, the Chairman of the Board, the President, and those officers so
designated and authorized by the Chief Executive Officer are authorized for an
on behalf of the Bank, and to the extent permitted by law, to make loans and
discounts; to purchase or acquire drafts, notes, stock, bonds, and other
securities for investment of funds held by the Bank; to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attorneys;
to sign and give any notice required to be given; to demand payment and/or to
declare due for any default any debt or obligation due or payable to the Bank
upon demand or authorized to be declared due; to foreclose any mortgages, to
exercise any option, privilege or election to forfeit, terminate, extend or
renew any lease; to authorize and direct any proceedings for the collection of
any money or for the enforcement of any right or obligation; to adjust, settle
and compromise all claims of every kind and description in favor of or against
the Bank, and to give receipts, releases and discharges therefor; to borrow
money and in connection therewith to make, execute and deliver notes, bonds or
other evidences of indebtedness; to pledge or hypothecate any securities or any
stocks, bonds, notes or any property real or personal held or owned by the Bank,
or to rediscount any notes or other obligations held or owned by the Bank, to
employ or direct the employment of all personnel, including elected and
appointed officers, and the dismissal of them at pleasure, and in furtherance of
and in addition to the powers hereinabove set forth to do all such acts and to
take all such proceedings as in his judgment are necessary and incidental to the
operation of the Bank.
Other persons in the employment of the Bank, including but not limited to
officers and other members of the management staff, may be authorized by the
Chief Executive Officer, or by an officer so designated and authorized by the
chief Executive Officer, to perform the powers set forth above, subject,
however, to such limitations and conditions as are set forth in the
authorization given to such persons.
<PAGE>
SECTION 3.04. SECRETARY. The Secretary or such other officers as may be
- ------------------------
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Chief Executive
Officer or the Board of Directors as Assistant Secretary to perform the duties
of the Secretary.
SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department within the
Bank and any other officer to the extent such officer is so designated and
authorized by the Chief Executive Officer, the Chairman of the Board, the
President, or any other officer who is a member of the Bank's management staff
who is in charge of and responsible for any department within the Bank, are
hereby authorized on behalf of the Bank to sell, assign, lease, mortgage,
transfer, deliver and convey any real or personal property now or hereafter
owned by or standing in the name of the Bank or its nominee, or held by this
Bank as collateral security, and to execute and deliver such deeds, contracts,
leases, assignments, bills of sale, transfers or other papers or documents as
may be appropriate in the circumstances; to execute any loan agreement, security
agreement, commitment letters and financing statements and other documents on
behalf of the Bank as a lender; to execute purchase orders, documents and
agreements entered into by the Bank in the ordinary course of business, relating
to purchase, sale, exchange or lease of services, tangible personal property,
materials and equipment for the use of the Bank; to execute powers of attorney
to perform specific or general functions in the name of or on behalf of the
Bank; to execute promissory notes or other instruments evidencing debt of the
Bank; to execute instruments pledging or releasing securities for public funds,
documents submitting public fund bids on behalf of the Bank and public fund
contracts; to purchase and acquire any real or personal property including loan
portfolios and to execute and deliver such agreements, contracts or other papers
or documents as may be appropriate in the circumstances; to execute any
indemnity and fidelity bonds, proxies or other papers or documents of like or
different character necessary, desirable or incidental to the conduct of its
banking business; to execute and deliver settlement agreements or other papers
or documents as may be appropriate in connection with a dismissal authorized by
Section 3.01(c) of these By-laws; to execute agreements, instruments, documents,
contracts or other papers of like or difference character necessary, desirable
or incidental to the conduct of its banking business; and to execute and deliver
partial releases from
<PAGE>
and discharges or assignments of mortgages, financing statements and assignments
or surrender of insurance policies, now or hereafter held by this Bank.
The Chief Executive Officer, Chairman of the Board, President, any officer being
a member of the Bank's management staff who is also a person in charge of and
responsible for any department within the Bank, and any other officer of the
Bank so designated and authorized by the Chief Executive Officer, Chairman of
the Board, President or any officer who is a member of the Bank's management
staff who is in charge of and responsible for any department within the Bank are
authorized for and on behalf of the Bank to sign and issue checks, drafts, and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for property acquired by
or entrusted to the Bank, to guarantee the genuineness of signatures on
assignments of stocks, bonds or other securities, to sign certifications of
checks, to endorse and deliver checks, drafts, warrants, bills, notes,
certificates of deposit and acceptances in all business transactions of the
Bank.
Other persons in the employment of the Bank and of its subsidiaries, including
but not limited to officers and other members of the management staff, may be
authorized by the Chief Executive Officer, Chairman of the Board, President or
by an officer so designated by the Chief Executive Officer, Chairman of the
Board, or President to perform the acts and to execute the documents set forth
above, subject, however, to such limitations and conditions as are contained in
the authorization given to such person.
SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall
- -------------------------------
be bonded for the honest and faithful performance of their duties for such
amount as may be prescribed by the Board of Directors.
<PAGE>
ARTICLE IV
----------
TRUST DEPARTMENT
----------------
SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to
- -------------------------------
this Bank under the provisions of Federal Law and Regulations of the Comptroller
of the Currency, there shall be maintained a separate Trust Department of the
Bank, which shall be operated in the manner specified herein.
SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee
- -----------------------------------------
known as the Trust Management Committee, consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee shall consist
of the Chairman of the Board who shall be Chairman of the Committee, the
President, and at least three other Directors appointed by the Board of
Directors and who shall continue as members of the Committee until their
successors are appointed. Any vacancy in the Trust Management Committee may be
filled by the Board at any regular or special meeting. In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such absent members to serve during
such absence. Three members of the Committee shall constitute a quorum. Any
member of the Committee may be removed by the Board by a majority vote at any
regular or special meeting of the Board. The Committee shall meet at such times
as it may determine or at the call of the Chairman, or President or any two
members thereof.
The Trust Management Committee, under the general direction of the Board of
Directors, shall supervise the policy of the Trust Department which shall be
formulated and executed in accordance with Law, Regulations of the Comptroller
of the Currency, and sound fiduciary principles.
<PAGE>
SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing Committee
- ------------------------------------------
known as the Trust Examination Committee, consisting of three directors
appointed by the Board of Directors and who shall continue as members of the
committee until their successors are appointed. Such members shall not be active
officers of the Bank. Two members of the Committee shall constitute a quorum.
Any member of the Committee may be removed by the Board by a majority vote at
any regular or special meeting of the Board. The Committee shall meet at such
times as it may determine or at the call of two members thereof.
This Committee shall, at least once during each calendar year and within fifteen
months of the last such audit, or at such other time(s) as may be required by
Regulations of the Comptroller of the Currency, make suitable audits of the
Trust Department or cause suitable audits to be made by auditors responsible
only to the Board of Directors, and at such time shall ascertain whether the
Department has been administered in accordance with Law, Regulations of the
Comptroller of the Currency and sound fiduciary principles.
The Committee shall promptly make a full report of such audits in writing to the
Board of Directors of the Bank, together with a recommendation as to what
action, if any, may be necessary to correct any unsatisfactory condition. A
report of the audits together with the action taken thereon shall be noted in
the Minutes of the Board of Directors and such report shall be a part of the
records of this Bank.
SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management
- -------------------------
and supervision of an officer of the Bank or of the trust affiliate of the Bank
designated by and subject to the advice and direction of the Chief Executive
Officer. Such officer having supervisory responsibility over the Trust
Department shall do or cause to be done all things necessary or proper in
carrying on the business of the Trust Department in accordance with provisions
of law and applicable regulations.
SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust
- ----------------------------------
Department may be carried in the name of the Bank in its fiduciary
capacity, in the name of Bank, or in the name of a nominee or nominees.
<PAGE>
SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary
- --------------------------------
capacity awaiting investment or distribution shall not be held uninvested
or undistributed any longer than is reasonable for the proper management
of the account and shall be invested in accordance with the instrument
establishing a fiduciary relationship and local law. Where such
instrument does not specify the character or class of investments to be
made and does not vest in the Bank any discretion in the matter, funds
held pursuant to such instrument shall be invested in any investment
which corporate fiduciaries may invest under local law.
The investments of each account in the Trust Department shall be kept separate
from the assets of the Bank, and shall be placed in the joint custody or control
of not less than two of the officers or employees of the Bank or of the trust
affiliate of the Bank designated for the purpose by the Trust Management
Committee.
SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer of the Trust Department, such other officers
of the trust affiliate of the Bank as are specifically designated and authorized
by the Chief Executive Officer, the President, or the officer in charge of the
Trust Department, are hereby authorized, on behalf of this Bank, to sell,
assign, lease, mortgage, transfer, deliver and convey any real property or
personal property and to purchase and acquire any real or personal property and
to execute and deliver such agreements, contracts, or other papers and documents
as may be appropriate in the circumstances for property now or hereafter owned
by or standing in the name of this Bank, or its nominee, in any fiduciary
capacity, or in the name of any principal for whom this Bank may now or
hereafter be acting under a power of attorney, or as agent and to execute and
deliver partial releases from any discharges or assignments or mortgages and
assignments or surrender of insurance policies, to execute and deliver deeds,
contracts, leases, assignments, bills of sale, transfers or such other papers or
documents as may be appropriate in the circumstances for property now or
hereafter held by this Bank in any fiduciary capacity or owned by any principal
for whom this Bank may now or hereafter be acting under a power of attorney or
as agent; to execute and deliver settlement agreements or other papers or
documents as may be appropriate in connection with a dismissal authorized by
Section 3.01(c) of these By-laws; provided that the signature of any such person
shall be attested in each case by any officer of the Trust Department or by any
other person who is specifically authorized by the Chief Executive Officer, the
President or the officer in charge of the Trust Department.
<PAGE>
The Chief Executive Officer, Chairman of the Board, President, any officer of
the Trust Department and such other officers of the trust affiliate of the Bank
as are specifically designated and authorized by the Chief Executive Officer,
the President, or the officer in charge of the Trust Department, or any other
person or corporation as is specifically authorized by the Chief Executive
Officer, the President or the officer in charge of the Trust Department, are
hereby authorized on behalf of this Bank, to sign any and all pleadings and
papers in probate and other court proceedings, to execute any indemnity and
fidelity bonds, trust agreements, proxies or other papers or documents of like
or different character necessary, desirable or incidental to the appointment of
the Bank in any fiduciary capacity and the conduct of its business in any
fiduciary capacity; also to foreclose any mortgage, to execute and deliver
receipts for payments of principal, interest, dividends, rents, fees and
payments of every kind and description paid to the Bank; to sign receipts for
property acquired or entrusted to the Bank; also to sign stock or bond
certificates on behalf of this Bank in any fiduciary capacity and on behalf of
this Bank as transfer agent or registrar; to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as Trustee. Any such person, as well as such other persons
as are specifically authorized by the Chief Executive Officer or the officer in
charge of the Trust Department, may sign checks, drafts and orders for the
payment of money executed by the Trust Department in the course of its business.
SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any
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officer of the Trust Department, any officer of the trust affiliate of the Bank
and such other persons as may be specifically authorized by Resolution of the
Trust Management Committee or the Board of Directors, may vote shares of stock
of a corporation of record on the books of the issuing company in the name of
the Bank or in the name of the Bank as fiduciary, or may grant proxies for the
voting of such stock of the granting if same is permitted by the instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such fiduciary account. In the case of shares of stock which are held by a
nominee of the Bank, such shares may be voted by such person(s) authorized by
such nominee.
<PAGE>
ARTICLE V
---------
STOCKS AND STOCK CERTIFICATES
-----------------------------
SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
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evidenced by certificates which shall bear the signature of the Chairman of the
Board, the President, or a Vice President (which signature may be engraved,
printed or impressed), and shall be signed manually by the Secretary, or any
other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its fact
that the stock represented thereby is transferable only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.
SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
- ---------------------------------------
be transferable only upon the stock transfer books of the Bank and except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of any affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the President, or a Vice President. The Board of Directors, or the Chief
Executive Officer, may authorize the issuance of a new certificate therefor
without the furnishing of indemnity. Stock Transfer Books, in which all
transfers of stock shall be recorded, shall be provided.
The stock transfer books may be closed for a reasonable period and under such
conditions as the Board of Directors may at any time determine for any meeting
of shareholders, the payment of dividends or any other lawful purpose. In lieu
of closing the transfer books, the Board may, in its discretion, fix a record
date
<PAGE>
and hour constituting a reasonable period prior to the day designated for the
holding of any meeting of the shareholders or the day appointed for the payment
of any dividend or for any other purpose at the time as of which shareholders
entitled to notice of and to vote at any such meeting or to receive such
dividend or to be treated as shareholders for such other purpose shall be
determined, and only shareholders of record at such time shall be entitled to
notice of or to vote at such meeting or to receive such dividends or to be
treated as shareholders for such other purpose.
<PAGE>
ARTICLE VI
----------
MISCELLANEOUS PROVISIONS
------------------------
SECTION 6.01. SEAL. The impression made below is an impression of the seal
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adopted by the Board of Directors of BANK ONE, NA f/k/a Bank One, Columbus, NA.
The Seal may be affixed by any officer of the Bank to any document executed by
an authorized officer on behalf of the Bank, and any officer may certify any
act, proceedings, record, instrument or authority of the Bank.
SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive
- ----------------------------
Committee, the Bank and each of its Branches shall be open for business on such
days and during such hours as the Chief Executive Officer of the Bank shall,
from time to time, prescribe.
SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles
- --------------------------
of Association, the returns of the judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting shall be signed by the presiding Officer and attested by
the secretary of the meetings.
SECTION 6.04. AMENDMENT OF BY-LAWS. These By-Laws may be amended by
- -----------------------------------
vote of a majority of the Directors.
<PAGE>
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
CONSENT
-------
The undersigned, designated to act as Trustee under the Indentures for SPRINT
CORPORATION and SPRINT CAPITAL CORPORATION described in the attached Statement
of Eligibility and Qualification, does hereby consent that reports of
examinations by Federal, State, Territorial, or District Authorities may be
furnished by such authorities to the Commission upon the request of the
Commission.
This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.
Bank One, NA
Dated: October 13, 1998
By: /s/ David B. Knox
----------------------------------------------
Authorized Signer
<PAGE>
EXHIBIT 7
Board of Governors of the Federal Reserve System
OMB Number 7100-0036
Federal Deposit Insurance Corporation
OMB Number 3054-0062
Office of the Comptroller of the Currency
OMB Number 1557-0081
Expires March 31, 2001
Federal Financial Institutions Examination Council
- --------------------------------------------------------------------------------
1
Please refer to page 1,
Table of Contents, for
the required disclosure
of estimated burden.
- --------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031
Report at the close of business June 30, 1998
This report is required by law: 12 U.S.C. (S)324 (State member banks); 12 U.S.C.
(S)1817 (State nonmember banks); and 12 U.S.C. (S)161 (National banks).
19980630
- -----------
(RCRI 9999)
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
international Banking Facilities.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
C. William Willen, Vice President
- ---------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.
/s/ C. William Willen
- ---------------------
Signature of Officer Authorized to Sign Report
July 30, 1998
- -------------
Date of Signature
- --------------------------------------------------------------------------------
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
and declare that it has been examined by us and to the best of our knowledge and
belief has been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct.
/s/ Frederick L. Cullen
- -------------------------
Director (Trustee)
/s/ David P. Lauer
- -------------------------
Director (Trustee)
/s/ William Bennett
- -------------------------
Director (Trustee)
- --------------------------------------------------------------------------------
Submission of Reports
Each bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data Systems Corporation
(EDS), by modem or on computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the paper
report to electronic form. That party (if other than EDS) must transmit the
bank's computer data file to EDS.
For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy record of the completed report that the bank places in its files.
- --------------------------------------------------------------------------------
FDIC Certificate Number: 05559
-----------
(RCRI 9060)
Bank One, NA
- ------------
Legal Title of Bank (TEXT 9010)
Columbus
- --------
City (TEXT 9130)
OH 43271
- --------------------------------------------------------
State Abbrev. (TEXT 9200) Zip Code, (TEXT 9220)
Board of Governors of the Federal Reserve System,
Federal Deposit Insurance Corporation,
Office of the Comptroller of the Currency
<PAGE>
<TABLE>
<S> <C> <C> <C>
Bank One, NA Call Date: 06/30/1998 State #: FFIEC 031
100 East Broad Street, OH1-1066 Vendor ID: D Cert #: 06559 RC-1
Columbus, OH 43271 Transit #: 04400037
Transmitted to EDS as 0118178 on 07/30/98 at 14:49:31 CST 11
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET
C400
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1).............................................. 0081 1,119,075 1.a
b. Interest-bearing balances (2)....................................................................... 0071 1,100 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A).......................................... 1754 148,018 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)........................................ 1773 2,253,846 2.b
3. Federal funds sold and securities purchased under agreements to resell................................. 1350 151,956 3
4. Loans and lease financing receivables: RCFD
a. Loans and leases, net of unearned income (from Schedule RC-C).................... 2122 19,394,478 4.a
b. LESS: Allowance for loan and lease losses........................................ 3123 434,295 4.b
c. LESS: Allocated transfer risk reserve............................................ 3128 0 4.c
d. Loans and leases, net of unearned income, RCFD
allowance, and reserve (item 4.a minus 4.b and 4.c)................................................. 2125 18,960,183 4.d
5. Trading assets (from Schedule RC-D).................................................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases)............................................... 2145 174,111 6.
7. Other real estate owned (from Schedule RC-M)........................................................... 2150 10,051 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)............... 2130 46,978 8.
9. Customers' liability to this bank on acceptances outstanding........................................... 2155 3,436 9.
10. Intangible assets (from Schedule RC-M)................................................................. 2143 126,950 10.
11. Other assets (from Schedule RC-F)...................................................................... 2180 2,226,391 11.
12. Total assets (sum of items 1 through 11)............................................................... 2170 25,222,095 12.
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Bank One, NA Call Date: 06/30/1998 State #: FFIEC 031
100 East Broad Street, OH1-1066 Vendor ID: D Cert #: 06559 RC-2
Columbus, OH 43271 Transit #: 04400037
Transmitted to EDS as 0118178 on 07/30/98 at 14:49:31 CST 12
SCHEDULE RC--Continued
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)................... 2200 14,545,555 13.a
RCON
(1) Noninterest-bearing (1)...................................................... 6631 3,972,359 13.a.1
(2) Interest-bearing............................................................. 6636 10,573,196 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II)...................................................................... 2200 743,160 13.b
RCON
(1) Noninterest-bearing.......................................................... 6631 0 13.b.1
(2) Interest-bearing............................................................. 6636 743,160 RCFD 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase............................ 2800 4,545,870 14
RCON
a. Demand notes issued to the U.S. Treasury........................................................... 2840 60,375 15.a
RCFD
b. Trading liabilities (from Schedule RC-D)........................................................... 3548 0 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
(a) With a remaining maturity of one year or less..................................................... 2332 826,516 16.a
(b) With a remaining maturity of more than one year through three years............................... A547 201,120 16.b
(c) With a remaining maturity of more than three years................................................ A548 589,932 16.c
Not applicable
18. Bank's liability on acceptances executed and outstanding.............................................. 2920 3,436 18
19. Subordinated notes and debentures(2).................................................................. 3200 729,296 19
20. Other liabilities (from Schedule RC-G)................................................................ 2930 1,076,372 20
21. Total liabilities (sum of items 13 through 2D)........................................................ 2948 23,321,632 21
Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus......................................................... 3838 0 23
24. Common stock.......................................................................................... 3230 127,044 24
25. Surplus (exclude all surplus related to preferred stock).............................................. 3839 820,601 25
a. Undivided profits and capital reserves............................................................. 3632 937,647 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities............................. 3434 15,171 26.b
27. Cumulative foreign currency translation adjustments................................................... 3284 0 27
28. Total equity capital (sum of items 23 through 27)..................................................... 3210 1,900,463 28
29. Total liabilities and equity capital (sum of items 21 and 28)......................................... 3300 25,222,095 29
Memorandum
be reported only with the March Report of Condition.
Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external RCFD Number
auditors as of any date during 1997....................................................................... 6724 N/A M,1
Independent audit of the bank conducted in accordance with generally accepted auditing standards by a
certified public accounting firm which submits a report on the bank independent audit of the bank's
parent holding company conducted in accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding company (but not on the bank
separately)
Director's examination of the bank conducted in accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may be required by
state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ---------
Includes total demand deposits and noninterest-bearing time and savings deposits.
Includes limited-life preferred stock and related surplus.
</TABLE>
