Sprint Corporation
Sprint Capital Corporation
$2,000,000,000 Medium-Term Notes
Due Nine Months or More from Date of Issue
Selling Agency Agreement
October 29, ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Brothers Inc.
3 World Financial Center
New York, N.Y. 10285
Credit Suisse First Boston
Corporation
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Each of Sprint Corporation, a Kansas corporation ("Sprint"),
and Sprint Capital Corporation, a Delaware Corporation ("Sprint
Capital", and together with Sprint, the "Issuers" and each an
"Issuer"), confirms its agreement with each of you with respect
to the issue and sale of Medium-Term Notes, Due Nine Months or
More from Date of Issue (the "Notes"). The aggregate principal
amount (or the equivalent thereof in one or more foreign
currencies or units consisting of multiple currencies) of Notes
which the Issuers may issue and sell at any time shall not exceed
U.S. $2,000,000,000, less the aggregate principal amount (or the
equivalent thereof in one or more foreign currencies or units
consisting of multiple currencies) of all Notes of both Issuers
issued and sold immediately prior thereto. All Notes of Sprint
Capital will be fully and unconditionally guaranteed (the
"Guaranties") as to payment of principal and any premium or
interest by Sprint, and all references herein to the "Guarantor"
shall only refer to Sprint acting in such capacity and only be
applicable with respect to Notes of Sprint Capital (or particular
series thereof which are sold pursuant to the terms of this
Agreement). All Notes and any Guaranties thereof will be issued
under an indenture dated as of October 1, 1998 (as the same may
be amended or supplemented from time to time, the "Sprint
Indenture") between Sprint and Bank One, N.A., as trustee (the
"Sprint Trustee"), or under an indenture dated as of October 1,
1998 (as the same may be amended or supplemented from time to
time, the "Sprint Capital Indenture" and, together with the
Sprint Indenture, the "Indentures" and each an "Indenture") among
Sprint, Sprint Capital and Bank One, N.A., as trustee (the
"Sprint Capital Trustee", and together with the Sprint Trustee,
the "Trustees" and each a "Trustee"). Unless otherwise specified
in the applicable pricing supplement, the Notes will be issued in
minimum denominations of U.S. $1,000 and any amount in excess
thereof that is an integral multiple thereof (or in such other
denominations in such other currencies as shall be provided in a
supplement to the Prospectus
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referred to below), will be issued only in fully registered form
and will have the annual interest rates, maturities and, if appropriate,
other terms set forth in a supplement to the Prospectus referred to
below. The Notes will be issued, and the terms thereof established,
in accordance with the Indenture under which the Notes will be issued
and the Medium-Term Notes Administrative Procedures attached hereto
as Exhibit A (the "Procedures") (unless a Terms Agreement (as defined
in Section 2(b)) modifies or otherwise supersedes such Procedures
with respect to Notes issued pursuant to such Terms Agreement).
The Procedures may only be amended by written agreement of the
Issuers, the Guarantor and you after notice to, and with the
approval of, the Trustees. For the purposes of this Agreement,
the term "Agent" shall refer to any of you acting solely in the
capacity as agent for the relevant Issuer pursuant to
Section 2(a) and not as principal (collectively, the "Agents"),
the term the "Purchaser" shall refer to one of you acting solely
as principal pursuant to Section 2(b) and not as agent, and the
term "you" shall refer to you collectively whether at any time
any of you is acting in both such capacities or in either such
capacity.
1. Representations and Warranties. Each of the Issuers
represents and warrants to, and agrees with, you as set forth
below in this Section 1. Certain terms used in this Section 1
are defined in paragraph (d) hereof.
(a) Each of the Issuers and the Guarantor meets the
requirements for use of Form S-3 under the Securities Act of 1933
(the "Act") with respect to the Registration Statement and has
filed with the Securities and Exchange Commission (the
"Commission") a registration statement on such Form (File
Numbers: 333-83577 and 333-83577-01) (together, the "Registration
Statement") including a basic prospectus, which has become
effective, for the registration under the Act of U.S.
$4,000,000,000 aggregate principal amount (or the equivalent
thereof in one or more foreign currencies or units consisting of
multiple currencies) of debt securities (the "Securities"). The
Registration Statement meets the requirements set forth in Rule
415(a)(l)(ix) or (x) under the Act and complies in all other
material respects with said Rule. Each of the Issuers and the
Guarantor has filed or will file with the Commission pursuant to
the applicable paragraph of Rule 424(b) under the Act, a
supplement to the form of prospectus included in such
registration statement relating to the Notes and the plan of
distribution thereof (the "Prospectus Supplement"). In
connection with the sale of Notes, the Issuers and the Guarantor
propose to file with the Commission pursuant to the applicable
paragraph of Rule 424(b) under the Act further supplements to the
Prospectus Supplement specifying the interest rates, maturity
dates and, if appropriate, other terms of the Notes sold pursuant
hereto or the offering thereof.
(b) As of the Execution Time, on each applicable
Effective Date, when any supplement to the Prospectus is filed
with the Commission, as of the date of any Terms Agreement (as
defined by Section 2(b)), at the date of acceptance by the
Issuer, and if applicable, the Guarantor, of an offer to purchase
any Notes and at the date of delivery by the Issuer, and if
applicable, the Guarantor, of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement, as amended as of
any such time, and the Prospectus, as supplemented as of any such
time, and the Indentures will comply in all material respects
with the applicable requirements of the Act, the Trust Indenture
Act of 1939 (the "Trust Indenture Act") and the Securities
Exchange Act of 1934 (the "Exchange Act") and the respective
rules thereunder; (ii) the Registration Statement, as amended as
of any such time, 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; and (iii) the Prospectus, as
supplemented as of any such time, will not contain 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 Issuers and the Guarantor make 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
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the Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the
Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Issuers
or the Guarantor by any of you specifically for use in
connection with the preparation of the Registration Statement
or the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold
hereunder, the Indenture will constitute a legal, valid and
binding instrument enforceable against the Issuer, and if
applicable, the Guarantor, 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); such Notes will have been duly
authorized, executed, authenticated and, when paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Issuer entitled to the benefits of the
Indenture (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); and any Guaranties relating
to such Notes will have been duly authorized, executed and
delivered and, when such Notes are issued and delivered against
payment therefor by the purchasers thereof, will constitute
legal, valid and binding obligations of the Guarantor entitled to
the benefits of the Indenture (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).
(d) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that each Registration
Statement and any post-effective amendment or amendments thereto
became or become effective. "Execution Time" shall mean the date
and time that this Agreement is executed and delivered by the
parties hereto. "Basic Prospectus" shall mean the form of basic
prospectus relating to the Securities contained in the
Registration Statement at the initial Effective Date. "FON Group"
shall have the meaning assigned to the Sprint FON Group in the
Articles of Incorporation of Sprint. "PCS Group" shall have the
meaning assigned thereto in the Articles of Incorporation of
Sprint. "Prospectus" shall mean the Basic Prospectus and the
Prospectus Supplement (including any supplement thereto).
"Material Adverse Effect" shall mean a material adverse effect on
(i) the condition (financial or otherwise), prospects, earnings,
business or properties of Sprint and its subsidiaries, taken as a
whole or (ii) Sprint's ability to perform the transactions
contemplated by this Agreement. "Material Subsidiary" shall mean
Sprint Capital and any other subsidiary of Sprint that is 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. "Registration Statement" shall
mean the registration statement referred to in paragraph (a)
above, including incorporated documents, exhibits and financial
statements, as amended at the Execution Time. "Rule 415" and
"Rule 424" refer to such rules under the Act. "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, provided, that for
the period from and after January 1, 1999, Sprint Spectrum shall
also include SprintCom, Inc. Any reference herein to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Exchange Act on
or before the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be; and any reference herein to
the terms
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"amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the issue
date of the Basic Prospectus, the Prospectus Supplement or the
Prospectus, as the case may be, deemed to be incorporated therein
by reference.
2. Appointment of Agents; Solicitation by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein,
each of the Issuers and Guarantor hereby authorizes each of the
Agents to act as its agent to solicit offers for the purchase of
all or part of the Notes from each such Issuer.
On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of the
Agents agrees, as agent of each of the Issuers and Guarantor, to
use its reasonable best efforts to solicit offers to purchase the
Notes from each such Issuer upon the terms and conditions set
forth in the Prospectus (and any supplement thereto) and in the
Procedures.
Each of the Issuers and Guarantor reserves the right, in its
sole discretion, to instruct the Agents to suspend at any time,
for any period of time or permanently, the solicitation of offers
to purchase Notes of such Issuer. Upon receipt of such
instructions, the Agents will forthwith suspend solicitation of
offers to purchase Notes from such Issuer until such time as such
Issuer or the Guarantor has advised them that such solicitation
may be resumed.
Each of the Issuers agrees to pay each Agent a commission,
on the Closing Date with respect to each sale of Notes by the
relevant Issuer as a result of a solicitation made by such Agent,
in an amount equal to that percentage specified in Schedule I
hereto of the aggregate principal amount of the Notes sold by the
relevant Issuer. Such commission shall be payable as specified
in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by
an Agent as agent for any Issuer at such time and in such amounts
as such Agent deems advisable. Any Issuer and the Guarantor may
from time to time offer Notes and any Guaranties relating thereto
for sale otherwise than through an Agent. None of the Issuers and
the Guarantor shall appoint any agent to solicit offers to
purchase Notes or any Guaranties relating thereto without
entering into an agreement with such agent which is substantially
similar to this Agreement and, in the case of an appointment of
any agent to solicit offers to purchase Notes or any Guaranties
relating thereto for the duration of this Agreement, without
giving each of the Agents prompt notice thereof.
(b) Subject to the terms and conditions stated herein,
whenever the Issuer and one of you determine that the Issuer
shall sell Notes directly to you as principal, each such sale of
Notes shall be made in accordance with the terms of this
Agreement and a supplemental agreement relating to such sale
among the Issuer, and if applicable, the Guarantor and the
Purchaser. Each such supplemental agreement (which may be an
oral or written agreement) is herein referred to as a "Terms
Agreement". The Purchaser's commitment to purchase Notes of the
Issuer pursuant to any Terms Agreement shall be deemed to have
been made on the basis of the representations and warranties of
the Issuers herein contained and shall be subject to the terms
and conditions herein set forth. Each Terms Agreement (i) shall
describe (whether orally or in writing) the Notes to be purchased
by the Purchaser pursuant thereto, specify the principal amount
of such Notes, the price to be paid to the Issuer for such Notes,
the rate at which interest will be paid on the Notes, the Closing
Date for such Notes, the place of delivery of the Notes and
payment
5
therefor and the method of payment, and (ii) may also describe
(whether orally or in writing) any requirements for the delivery
of opinions of counsel, certificates from Sprint or its officers,
or a letter from Sprint's independent public accountants, as
described in Section 6(b), the period of time referred to in
Section 4(m) (if applicable), and any other terms and conditions.
Delivery of the certificates for Notes of the Issuer sold to
the Purchaser pursuant to a Terms Agreement shall be made not
later than the Closing Date agreed to in such Terms Agreement,
against payment of funds to the relevant Issuer in the net amount
due to the Company for such Notes, by the method and in the form
set forth in the Procedures unless otherwise agreed to among the
Issuer, and if applicable, the Guarantor and the Purchaser in
such Terms Agreement.
Unless otherwise agreed to among the Issuer, and if
applicable, the Guarantor and the Purchaser in a Terms Agreement,
any Note of the Company sold to a Purchaser (i) shall be
purchased by such Purchaser at a price equal to 100% of the
principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical
maturity and (ii) may be resold by such Purchaser at varying
prices from time to time or if set forth in the applicable Terms
Agreement and the applicable supplement to the Prospectus, at a
fixed public offering price. In connection with any resale of
Notes purchased, a Purchaser may use a selling or dealer group
and may reallow to any broker or dealer any portion of the
discount or commission payable pursuant hereto.
3. Offering and Sale of Notes. Each Agent, the Issuers
and the Guarantor agree to perform the respective duties and
obligations specifically provided to be performed by them in the
Procedures.
4. Agreements. Each of the Issuers and the Guarantor
agrees with you that:
(a) Prior to the termination of the offering of the
Notes (including by way of resale by a Purchaser thereof), the
Issuers will not file any amendment of the Registration Statement
or supplement to the Prospectus (except for (i) periodic and
current reports and other documents filed under the Exchange Act,
(ii) a supplement relating to any offering of Notes providing
solely for the specification of or a change in the maturity
dates, interest rates, issuance prices or other similar terms of
any Notes or (iii) a supplement relating to an offering of
Securities other than the Notes) unless they have furnished to
each of you a copy for your review prior to filing and given each
of you a reasonable opportunity to comment on any such proposed
amendment or supplement. Subject to the foregoing sentence, the
Issuers and the Guarantor will cause each supplement to the
Prospectus 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 you of such
filing. The Issuers and the Guarantor will promptly advise each
of you (i) when the Prospectus, and any supplement thereto, shall
have been filed with the Commission pursuant to Rule 424(b), (ii)
when any amendment of the Registration Statement shall have been
filed or become effective (except, in the case of clauses (i) and
(ii) of this sentence, for (x) periodic and current reports and
other documents filed under the Exchange Act, (y) a supplement
relating to any offering of Notes providing solely for the
specification of or a change in the maturity dates, interest
rates, issuance prices or other similar terms of any Notes, in
respect of which you shall not be acting as Agent or Purchaser or
(z) a supplement relating to an offering of Securities other than
the Notes of any of the Issuers), (iii) of any request by the
Commission for any amendment of the Registration Statement or
supplement to the Prospectus or for any additional information,
(iv) 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
(v) of the receipt of any notification with respect to the
suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or
6
threatening of any proceeding for such purpose. Each of the Issuers
and the Guarantor will use its reasonable best efforts to prevent
the issuance of any such stop order and, if issued, to obtain as
soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event occurs
as a result of which the Prospectus as then supplemented would
include any untrue statement of a material fact relating to the
Issuer or the Guarantor or omit to state any material fact
necessary to make the statements relating to the Issuer or the
Guarantor 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 to supplement the Prospectus
to comply with the Act or the Exchange Act or the respective
rules thereunder, the Issuer and the Guarantor promptly will (i)
notify each of you to suspend solicitation of offers to purchase
Notes (and, if so notified by the Issuer or the Guarantor, each
of you shall forthwith suspend such solicitation and cease using
the Prospectus as then supplemented), (ii) prepare and file with
the Commission, subject to the first sentence of paragraph (a) of
this Section 4, an amendment or supplement which will correct
such statement or omission or effect such compliance and (iii)
supply any supplemented Prospectus to each of you in such
quantities as you may reasonably request. If such amendment or
supplement, and any documents, certificates and opinions
furnished to each of you pursuant to paragraph (g) of this
Section 4 in connection with the preparation or filing of such
amendment or supplement, are satisfactory in all respects to you,
you will, upon the filing of such amendment or supplement with
the Commission and upon the effectiveness of an amendment to the
Registration Statement, if such an amendment is required, resume
your obligation to solicit offers to purchase Notes hereunder.
(c) Sprint, during the period when a prospectus
relating to Notes of either Issuer is required to be delivered
under the Act, will file promptly all documents required to be
filed with the Commission pursuant to Section 13(a) or 13(c) of
the Exchange Act and will furnish to each of you copies of such
documents. In addition, on or prior to the date on which Sprint
makes any announcement to the general public concerning earnings
or concerning any other event which is required to be described,
or which Sprint proposes to describe, in a document filed
pursuant to the Exchange Act, Sprint will furnish to each of you
the information contained or to be contained in such
announcement. Sprint also will furnish to each of you copies of
all other material press releases or announcements made by Sprint
to the general public affecting any of the Notes. Sprint will
immediately notify each of you of any downgrading in the rating
of its Notes or any of its other debt securities, or any proposal
to downgrade the rating of its Notes or any of its other debt
securities, by ▇▇▇▇▇'▇ Investors Service, Inc. and/or Standard &
Poor's Corporation, as soon as Sprint learns of any such
downgrading or proposal to downgrade.
(d) As soon as practicable, Sprint will make generally
available to its security holders and to each of you an earnings
statement or statements of Sprint and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158
under the Act.
(e) Sprint will furnish to each of you and your
counsel, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a
prospectus may be required by the Act, as many copies of the
Prospectus and any supplement thereto as you may reasonably
request.
(f) The Issuer and the Guarantor will arrange for the
qualification of the Notes for sale under the laws of such
jurisdictions as any of you may reasonably designate, and will
maintain such qualifications in effect so long as required for
the distribution of the Notes.
(g) The Issuers and the Guarantor shall furnish to
each of you such information, documents, certificates of
directors or officers of the Issuers and the Guarantor and
opinions of
7
counsel for the Issuers and the Guarantor relating to
the business, operations and affairs of the Issuers and the
Guarantor, the Registration Statement, the Prospectus, and any
amendments thereof or supplements thereto, the Indentures, the
Notes, this Agreement, the Procedures and the performance by the
Issuers, the Guarantor and you of their and your respective
obligations hereunder and thereunder as any of you may from time
to time and at any time prior to the termination of this
Agreement reasonably request.
(h) Unless otherwise agreed as between the Issuers and
the Guarantor and any of you, each of the Issuers and the
Guarantor, jointly and severally, shall, whether or not any sale
of the Notes is consummated, (i) pay all expenses incident to the
performance of their obligations under this Agreement, including
the fees and disbursements of their accountants and counsel, the
cost of printing or other production and delivery of the
Registration Statement, the Prospectus, all amendments thereof
and supplements thereto, the Indentures, this Agreement and all
other documents relating to the offering, the cost of preparing,
printing, packaging and delivering the Notes, the fees and
disbursements, including fees of counsel, incurred in compliance
with Section 4(f), the fees and disbursements of the Trustees and
the fees of any agency that rates the Notes, (ii) reimburse each
of you on a monthly basis for all reasonable out-of-pocket
marketing expenses (including without limitation advertising
expenses, but only with respect to advertising which has been
approved, in advance, by the Issuers and the Guarantor) incurred
by you in connection with this Agreement and (iii) pay the
reasonable fees and expenses of your counsel incurred in
connection with this Agreement.
(i) Each acceptance by the Issuer, and if applicable,
the Guarantor of an offer to purchase Notes of the Issuer will be
deemed to be an affirmation that the representations and
warranties of the Issuers and the Guarantor contained in this
Agreement are true and correct at the time of such acceptance, as
though made at and as of such time, and a covenant that such
representations and warranties will be true and correct at the
time of delivery to the purchaser of the Notes relating to such
acceptance, as though made at and as of such time (it being
understood that for purposes of the foregoing affirmation and
covenant such representations and warranties shall relate to the
Registration Statement and Prospectus as amended or supplemented
at each such time). Each such acceptance by the Issuer, and if
applicable, the Guarantor of an offer for the purchase of such
Notes shall be deemed to constitute an additional representation,
warranty and agreement by the Issuers and the Guarantor that, as
of the settlement date for the sale of such Notes, after giving
effect to the issuance of such Notes, of any other Notes to be
issued on or prior to such settlement date and of any other
Securities to be issued and sold by any of the Issuers on or
prior to such settlement date, the aggregate amount of Securities
(including any Notes) which have been issued and sold by all of
the Issuers will not exceed the amount of Securities registered
pursuant to the Registration Statement.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement (i) relating to any offering of Securities other
than the Notes, (ii) providing solely for the specification of or
a change in the maturity dates, the interest rates, the issuance
prices or other similar terms of any particular Notes sold
pursuant hereto or (iii) relating to any filing under the
Exchange Act (except quarterly reports on Form 10-Q and annual
reports on Form 10-K filed thereunder), unless in the case of
clause (iii) above, in the reasonable judgment of any of you, as
evidenced by your written notice to the Issuers and the
Guarantor, such filing is of such a nature that such a
certificate should be delivered), Sprint will deliver or cause to
be delivered promptly to each of you a certificate of Sprint,
signed by its Chairman of the Board or a Vice President with
knowledge of the matters set forth in the certificate and its
principal financial or accounting officer, dated the date of the
effectiveness of such amendment or the date of the filing of such
supplement, in form reasonably satisfactory to you, of the same
tenor as the certificate referred to in Section 5(d) but modified
to relate to the last day of the fiscal quarter for which
financial
8
statements of Sprint were last filed with the Commission and to
the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment
or the filing of such supplement.
(k) Each time that any Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement (i) relating to any offering of Securities other
than the Notes, (ii) providing solely for the specification of or
a change in the maturity dates, the interest rates, the issuance
prices or other similar terms of any Notes sold pursuant hereto
or (iii) relating to any filing under the Exchange Act (except
annual reports on Form 10-K filed thereunder, unless, in the case
of clause (iii) above, in the reasonable judgment of any of you,
such filing is of such a nature that an opinion of counsel should
be furnished), the Company shall furnish or cause to be furnished
promptly to each of you a written opinion of counsel of the
Issuers and the Guarantor satisfactory to each of you, dated the
date of the effectiveness of such amendment or the date of the
filing of such supplement, in form reasonably satisfactory to
each of you, of the same tenor as the opinion referred to in
Section 5(b) but modified to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement
or, in lieu of such opinion, counsel last furnishing such an
opinion to you may furnish each of you with a letter to the
effect that you may rely on such last opinion to the same extent
as though it were dated the date of such letter authorizing
reliance (except that statements in such last opinion will be
deemed to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness of
such amendment or the filing of such supplement).
(l) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than an amendment or
supplement (i) relating to any offering of Securities other than
the Notes, (ii) providing solely for the specification of or a
change in the maturity dates, the interest rates or issuance
prices or other similar terms of any Notes sold pursuant hereto
or (iii) relating to any filing under the Exchange Act (except
quarterly reports on Form 10-Q and annual reports on Form 10-K
filed thereunder), unless in the case of clause (iii) above, in
the reasonable judgment of any of you, as evidenced by your
written notice to the Issuer and the Guarantor, such filing is of
such a nature that such a letter should be furnished) to include
or incorporate amended or supplemental financial information, the
Company and the Guarantor shall cause their independent certified
public accountants promptly to furnish each of you a letter,
dated the date of the effectiveness of such amendment or the date
of the filing of such supplement, in form reasonably satisfactory
to each of you, of the same tenor and scope as the letters
referred to in Section 5(e) and (f) with such changes as may be
necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or
supplemented to the date of such letters.
(m) During the period from the date of any Terms
Agreement to the Closing Date with respect to such Terms
Agreement or such other period as may be agreed to by the Issuer,
and if applicable, the Guarantor, and the Purchaser thereunder,
the Issuer, and if applicable, the Guarantor shall not, without
the prior consent of such Purchaser, issue or announce the
proposed issuance of any of its debt securities, including Notes
of the relevant Issuer, and if applicable, the Guarantor (other
than the Notes that are to be sold pursuant to such Terms
Agreement), with terms substantially similar to the Notes being
purchased pursuant to such Terms Agreement, other than borrowings
under its revolving credit agreements and lines of credit and
issuances of its commercial paper.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes
of the Issuers and the Guarantor shall be subject to the
9
accuracy, in all material respects, of the representations and
warranties on the part of the Issuers and the Guarantor contained
herein as of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, at the
date of acceptance by the Issuer, and if applicable, the
Guarantor of an offer to purchase any Notes and as of each
Closing Date, to the accuracy, in all material respects, of the
statements of the Issuers and the Guarantor made in any
certificates pursuant to the provisions hereof, to the
performance by the Issuers and the Guarantor, in all material
respects, of their respective obligations hereunder and to the
following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and
any such supplement, shall have been 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 Issuers and the Guarantor shall have furnished to
each Agent the opinion of the in-house counsel for Sprint, dated
the Execution Time, 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 Prospectus, and is duly qualified to do
business as a foreign corporation, limited liability company
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, individually or in the
aggregate, 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 non-assessable and, except as otherwise set forth or
incorporated by reference in the 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 Notes conform in all material respects to
the description thereof contained in the Prospectus (subject
to the insertion in the Notes of the maturity dates, the
interest rates and other similar terms thereof which will be
described in supplements to the Prospectus as contemplated
by the last sentence of Section 1(a) of this Agreement);
(iv) (A) the Sprint Indenture has been duly
authorized, executed and delivered by Sprint, has been duly
qualified under the Trust Indenture Act and, assuming due
authorization, execution and delivery by the trustee
constitutes a legal, valid and binding instrument
enforceable against Sprint in accordance with its terms
(subject, as to enforcement of remedies, to applicable
bankruptcy,
10
reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time
in effect and to general principles of equity); and the
Notes of Sprint have been duly authorized by Sprint and when
executed and authenticated in accordance with the provisions
of the Sprint Indenture and delivered to and paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of Sprint entitled to the benefits of the Sprint
Indenture (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium on other laws affecting creditors' rights
generally from time to time in effect and to general
principles of equity) and (B) the Sprint Capital Indenture
has been duly authorized, executed and delivered by the
Issuers and the Guarantor, has been duly qualified under the
Trust Indenture Act and, assuming due authorization,
execution and delivery by the Trustee, constitutes a legal,
valid and binding instrument enforceable against Sprint
Capital and the Guarantor 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); and the
Notes of Sprint Capital have been duly authorized, and when
executed and authenticated in accordance with the provisions
of the Sprint Capital Indenture and delivered to and paid
for by the purchasers thereof, will constitute legal, valid
and binding obligations of Sprint Capital entitled to the
benefits of the Sprint Capital Indenture (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);
(v) the Guaranties have been duly authorized and when
executed and delivered by the Guarantor and when the related
Notes have been paid for by the purchasers thereof, will
constitute valid and legally binding obligations of the
Guarantor enforceable in accordance with their 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);
(vi) 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 adequately disclosed in the 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 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
Prospectus describing any legal proceedings or material
contracts or agreements relating to the Issuers and the
Guarantor fairly summarize such matters in all material
respects;
(vii) the Registration Statement has become
effective under the Act; any required filing of the
Prospectus, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time
period required by Rule 424(b); to the best 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 Prospectus (other than the
financial statements and schedules and other financial and
statistical information contained thereon or incorporated by
reference thereon 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
such counsel has no reason to believe that the Registration
Statement at the Effective Date or at the Execution Time
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 Prospectus, as supplemented, at its date or at the
Execution Time includes any untrue statement of a material
fact or omits to state a material fact necessary to make the
11
statements therein, in the light of the circumstances under
which they were made, not misleading;
(viii) this Agreement has been duly authorized,
executed and delivered by each of the Issuers;
(ix) no consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation of the transactions contemplated herein
except such as have been obtained under the Act, the
Exchange Act and the Trust Indenture Act and such as may be
required pursuant to the undertaking in the last
paragraph of Item 17 of the Registration Statement and under
the blue sky laws of any jurisdiction in connection with the
sale of the Notes as contemplated by this Agreement and such
other approvals (specified in such opinion) as have been
obtained;
(x) the execution and delivery of the Indentures by
the Issuers and the Guarantor (assuming due execution and
delivery by the trustee), the execution and delivery of the
Guaranties by the Guarantor, the issue and sale of the
Notes, and the consummation of all other transactions herein
contemplated and the fulfillment of the terms hereof will
not conflict with, will not result in a breach of, and will
not constitute a default under, (1) the charter or by-laws
of the Issuers, (2) the terms of any indenture or other
agreement or instrument known to such counsel and to which
either of the Issuers or any of their subsidiaries is a
party or bound, or (3) any order or regulation known to such
counsel to be generally applicable to either of the Issuers,
or any of their subsidiaries, of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over either issuer, or any of such
subsidiaries except, as to (2) and (3), for such conflicts,
breaches or defaults that could not reasonably be expected
to have a Material Adverse Effect; and
(xi) no holders of securities of either of the
Issuers have rights to the registration of such securities
under the Registration 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 or the United States, the
Delaware General Corporation Law or the laws of the State of
Kansas, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing
believed to be reliable and who are satisfactory to counsel for
the Agent and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Issuers,
the Guarantor, any of their subsidiaries and public officials.
References to the Prospectus in this paragraph (b) include any
supplements thereto at the date such opinion is rendered.
(c) Each Agent shall have received from Cravath,
Swaine & ▇▇▇▇▇, counsel for the Agents, such opinion or opinions,
dated the Execution Time, with respect to the issuance and sale
of the Notes, the Indentures, the Registration Statement, the
Prospectus (together with any supplement thereto) and other
related matters as the Agents may reasonably require, and the
Issuers and the Guarantor shall have furnished to such counsel
such documents as they request for the purpose of enabling them
to pass upon such matters.
(d) Sprint shall have furnished to each Agent a
certificate of Sprint, signed by the Chairman of the Board, the
President or a Vice President with knowledge of the matters set
forth in the certificate and the principal financial or
accounting officer of Sprint, dated the Execution Time, to the
effect that the signers of such certificate have carefully
examined the Registration Statement, the Prospectus, any
supplement to the Prospectus and this Agreement and that:
12
(i) the representations and warranties of the Issuers
and the Guarantor in this Agreement are true and correct in
all material respects on and as of the date hereof with the
same effect as if made on the date hereof and the Issuers
and the Guarantor have in all material respects complied
with all the agreements and satisfied all the conditions on
their part to be performed or satisfied as a condition to
the obligation of the Agents to solicit offers to purchase
the Notes;
(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
Issuers' knowledge, threatened; and
(iii) since the date of the most recent financial
statements included or incorporated by reference in the
Prospectus (exclusive of any supplement thereto), there has
been no material adverse change in the condition (financial
or other), 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 Prospectus (exclusive
of any supplement thereto).
(e) At the Execution Time, Ernst & Young LLP shall
have furnished each Agent a letter or letters (which may refer to
letters previously delivered to one or more of the Agents), dated
as of the Execution Time, in form and substance satisfactory to
the Agents, confirming that they are independent auditors with
respect to Sprint and its subsidiaries within the meaning of the
Act and the Exchange Act and the respective applicable published
rules and regulations thereunder and that they have performed a
review of the most recent unaudited interim financial information
of Sprint, the FON Group and the PCS Group included or
incorporated by reference in the Registration Statement and
Prospectus, if any, 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
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 most recent unaudited
interim financial information of Sprint, the FON Group and
the PCS Group included or incorporated by reference in the
Registration Statement and the 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 the date of the most recent audited financial
statements included or incorporated by reference in the
Registration Statement and the Prospectus; and a reading of
the letter from Deloitte & Touche LLP, independent auditors
with respect to Sprint Spectrum for the period up to March
31, 1999, to the Agents, nothing came to their attention
which caused them to believe that:
13
(1) any unaudited financial statements of Sprint,
the FON Group or the PCS Group incorporated by
reference in the Registration Statement and the
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 incorporated by reference
in the Registration Statement and the Prospectus;
(2) with respect to the period subsequent to
the 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 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 capital stock or decreases in the stockholders'
equity of Sprint, or any changes in the long-term debt
or decreases in the group equity of FON Group or the
PCS Group, as compared with the amounts shown on the
date of the most recent financial statements (other
than capsule information), audited or unaudited,
included or incorporated by reference in the
Registration Statement and the Prospectus, or for the
period from the date of the most recent financial
statements (other than capsule information), audited or
unaudited, included or incorporated by reference in the
Registration Statement and the Prospectus, to such
specified date there were, as compared with the
corresponding period in the preceding year, any
decreases in net operating revenues or increases in
operating loss, loss from continuing operations, net
loss, or equity in loss of Global One, of Sprint, any
decreases in net operating revenues, operating income,
income from continuing operations or net income, or any
increases in equity in loss of Global One, of 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 Agents; 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;
(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 subsidiaries) set forth in the
Registration Statement and the Prospectus and in Exhibit 12
incorporated by reference in the Registration Statement,
including the information set forth under the caption
"Management's Discussion and Analysis of Financial Condition
and Results of Operation" included or incorporated by
Quarterly Reports on Form 10-Q, incorporated by reference in
the Registration Statement and the Prospectus, agrees with
the accounting records of Sprint and its subsidiaries,
excluding any questions of legal interpretation; and
14
(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 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 (e) include any supplement thereto at the date of
the letter.
(f) At the Execution Time, Deloitte & Touche LLP shall
have furnished to each Agent a letter or letters (which may refer
to letters previously delivered to one or more of the Agents), in
form and substance satisfactory to the Agents, confirming that
they are independent accountants within the meaning of the Act
and the 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 three-month period ended March 31, 1999, and at
March 31, 1999, 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 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 three-month period ended March 31, 1999 and
at March 31, 1999; 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,
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 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
Prospectus; or
15
(2) the information included or incorporated by
reference in the Registration Statement and 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; and
(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 as of and for
the year ended December 31, 1998) set forth in the
Registration Statement and the Prospectus, including the
information included or incorporated by reference in the
Proxy Statement, which is incorporated by reference in the
Registration Statement and the Prospectus, agrees with the
accounting records of Sprint Spectrum as of and for the year
ended December 31, 1998, excluding any questions of legal
interpretation.
References to the Final Prospectus in this
paragraph (f) include any supplement thereto at the date of
the letter.
(g) Prior to the Execution Time, the Issuers and the
Guarantor shall have furnished to each Agent such further
information, documents, certificates and opinions of counsel as
the Agents may reasonably request.
If any of the conditions specified in this Section 5 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 Agents and counsel for the Agents, this
Agreement and all obligations of any Agent hereunder may be
canceled at any time by one or more of the Agents. Notice of
such cancelation shall be given to the Issuers and the Guarantor
in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5
shall be delivered at the office of Cravath, Swaine & ▇▇▇▇▇,
counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ the date hereof.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties on
the part of the Issuers herein as of the date of the agreement by
the Purchaser to purchase such Notes and as of the Closing Date
for such Notes, to the performance and observance by the Issuers
and the Guarantor of all covenants and agreements herein
contained on their part to be performed and observed including
the provisions of Section 5 hereof and to the following
additional conditions precedent:
(a) 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) To the extent agreed to in writing between the
Issuer and, if applicable, the Guarantor and the Purchaser in a
Terms Agreement, the Purchaser shall have received, appropriately
updated, (i) a certificate of Sprint, dated as of the Closing
Date, to the effect set forth in Section 5(d) (except that
references to the Prospectus shall be to the Prospectus as
supplemented as of the date of such Terms Agreement), (ii) the
opinion of in-house counsel for Sprint, dated as of the Closing
Date, to the effect set forth in Section 5(b), (iii) the opinion
of
16
Cravath, Swaine & ▇▇▇▇▇, counsel for the Purchaser, dated as
of the Closing Date, to the effect set forth in Section 5(c),
(iv) letter of Ernst & Young, independent accountants for the
Issuers and the Guarantor, dated as of the Closing Date, to the
effect set forth in Section 5(e) and (v) the letter of Deloitte &
Touche LLP, dated as of the Closing Date, to the effect set forth
in 5(f).
(c) Prior to the Closing Date, the Issuer and the Guarantor
shall have furnished to the Purchaser such further information,
certificates and documents as the Purchaser may reasonably
request.
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 and an applicable Terms Agreement, or
if any of the opinions and certificates mentioned above or
elsewhere in this Agreement or such Terms Agreement and required
to be delivered to the Purchaser pursuant to the terms hereof and
thereof shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser and its
counsel, such Terms Agreement and all obligations of the
Purchaser thereunder and with respect to the Notes subject
thereto may be canceled at, or at any time prior to, the
respective Closing Date by the Purchaser. Notice of such
cancelation shall be given to the Issuer and the Guarantor in
writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. Each of the Issuers and the Guarantor agrees that any
person who has agreed to purchase and pay for any Note, including
a Purchaser and any person who purchases pursuant to a
solicitation by any of the Agents, shall have the right to refuse
to purchase such Note if, at the Closing Date therefor, either
(a) any condition set forth in Section 5 or 6, as applicable,
shall not be satisfied, (b) subsequent to the agreement to
purchase such Note, any change, or any development involving a
prospective change, in or affecting the business or properties of
the Issuer and its subsidiaries, or the Guarantor and its
subsidiaries, in each case, taken as whole, shall have occurred
the effect of which is, in the reasonable judgment of the
Purchaser or the Agent which presented the offer to purchase such
Note, as applicable, so material and adverse as to make it
impractical to proceed with the delivery of such Note on the
terms and in the manner contemplated in the Prospectus as amended
or supplemented, (c) subsequent to the agreement to purchase
such Note, there shall have been a decrease in the rating of any
of the debt securities of the Issuer or the Guarantor by any
"nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or a 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, or (d) any condition set
forth in Section 9(b) shall not be satisfied (any judgment to be
exercised by such Agent).
8. Indemnification and Contribution. (a) Each of the
Issuers agrees to indemnify and hold harmless each of you and
each person who controls each of you 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 you, they or
any of you or 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 for
the registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary
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 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 (i) the Issuers will
not be
17
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 alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity
with written information furnished to the Issuers or the
Guarantor by any of you specifically for use in connection with
the preparation thereof, and (ii) such indemnity with respect to
the Prospectus or any preliminary Prospectus shall not inure to
the benefit of any of you (or any person controlling any of you)
from whom the person asserting any such loss, claim, damage or
liability purchased the Notes which are the subject thereof if
such person did not receive a copy of the Prospectus (or the
Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale
of such Notes to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a
material fact contained in the Prospectus or any preliminary
Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to
any liability which the Issuers and the Guarantor may otherwise
have.
(b) Each of you agrees to indemnify and hold harmless
each of the Issuers and the Guarantor, each of their directors
and officers and each person who controls the Issuers or the
Guarantor within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the
Issuers and the Guarantor to you, but only with reference to
written information furnished to the Issuers or the Guarantor by
such of you specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which you may
otherwise have. Each of the Issuers and the Guarantor
acknowledges that the statements set forth in the second sentence
of the eighth paragraph of text and the ninth paragraph of text
under the heading "Plan of Distribution", of the Prospectus
Supplement constitute the only information furnished in writing
by any of you for inclusion in the documents referred to in the
foregoing indemnity, and you confirm that such statements are
correct. If there is more than one Agent hereunder, each of the
Issuers and the Guarantor acknowledges that such Agent's
agreement under this paragraph (b) of this Section 8 is several
and not joint.
(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 paragraph (a) or (b)
of this Section 8, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under
paragraph (a) or (b) of this Section 8. In case any such action
is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided,
however, that if the defendants in 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 and other indemnified parties
which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the
18
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by you) (ii) 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 commencement of the action or
(iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) or (b) of this Section 8 is due in
accordance with its terms but is for any reason held by a court
to be unavailable on grounds of policy or otherwise, the Issuers
and the Guarantor and each of you shall contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with
investigating or defending same) to which the Issuers and the
Guarantor, on the one hand, and any of you, on the other, may be
subject in such proportion so that each of you is responsible for
that portion represented by the percentage that the aggregate
commissions received by such of you pursuant to Section 2 in
connection with the Notes from which such losses, claims, damages
and liabilities arise (or, in the case of Notes sold pursuant to
a Terms Agreement, the aggregate commissions that would have been
received by you if such commissions had been payable), bears to
the aggregate principal amount of such Notes sold and the Issuers
or the Guarantor is responsible for the balance; provided,
however, in no case shall any of you be responsible for any
amount in excess of the commissions received by such of you in
connection with the Notes from which such losses, claims, damages
and liabilities arise (or, in the case of Notes sold pursuant to
a Terms Agreement, the aggregate commissions that would have been
received by such of you if such commissions had been payable)
that 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 any of you within the meaning of the Act
shall have the same rights to contribution as you and each person
who controls the Issuers or the Guarantor within the meaning of
either the Act or the Exchange Act, each officer of each of the
Issuers and the Guarantor and each director of each of the
Issuers and the Guarantor shall have the same rights to
contribution as the Issuers and the Guarantor, subject in each
case to clause (z) of this paragraph (d).
9. Termination. (a) This Agreement will continue in
effect until terminated as provided in this Section 9. This
Agreement may be terminated by any of the Issuers (but only as to
itself) as to any of you, or by any of you insofar as this
Agreement relates to such of you, by giving written notice of
such termination to such of you or the Issuers and the Guarantor,
as the case may be. This Agreement shall so terminate at the
close of business on the first business day following the receipt
of such notice by the party to whom such notice is given. In the
event of such termination, no party shall have any liability to
the other party hereto, except as provided in the fourth
paragraph of Section 2(a), Section 4(d), Section 4(h), Section 8
and Section 10. The provisions of this Agreement (including
without limitation Section 7 hereof) applicable to any purchase
of a Note for which an agreement to purchase exists prior to the
termination hereof shall survive any termination of this
Agreement but in any event shall terminate on the Closing Date
for purchase of such Note (except as set forth in Section 10
hereof). If, at the time of termination of this Agreement, any
Purchaser shall own any Notes with the intention of selling them,
the provisions of Section 4 shall remain in effect until the
earlier of (i) the date such Notes are sold by the Purchaser and
(ii) the date nine months from the date of termination of this
Agreement.
(b) Each Terms Agreement (oral or written) shall be
subject to termination in the absolute discretion of the
Purchaser, by notice given to the Issuer and if applicable, the
19
Guarantor prior to delivery of any payment for Notes to be
purchased thereunder, if prior to such time (i) 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
material escalation of hostilities or other calamity or crisis
the effect of which on the financial markets of the United States
is such as to make it, in the reasonable judgment of the
Purchaser, impracticable to market such Notes on the terms and in
the manner contemplated in the Prospectus as amended or
supplemented.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Issuers, the Guarantor or their
respective officers or directors and of you 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 you or
the Issuers, the Guarantor or any of their respective officers,
directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The
provisions of Sections 4(d), 4(h) and 8 hereof shall survive the
termination or cancelation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of
you, will be mailed, delivered, telecopied or telegraphed and
confirmed to such of you, at the address specified in Schedule II
hereto; or, if sent to the Issuers or the Guarantor will be
mailed, delivered, telecopied or telegraphed to Sprint (fax no.
▇▇▇-▇▇▇-▇▇▇▇) and confirmed to it at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, attention of the Legal
Department.
12. 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 except as provided in Section 7
hereof.
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York,
without giving effect to the principles thereof relating to
conflicts of law (other than Section 5-1401 of the General
Obligations Law of the State of New York, and any successor
statute or statutes).
20
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and you.
Very truly yours,
SPRINT CAPITAL CORPORATION,
as an Issuer
By: __________________________
Title: Vice President
SPRINT CORPORATION,
as an Issuer and the Guarantor
By: __________________________ By: __________________________
Title: Vice President Title: Assistant Secretary
21
The foregoing Agreement is hereby confirmed and accepted as of
the date hereof.
▇▇▇▇▇▇ BROTHERS INC.
By:
Title:
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:________________________
Title:
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By:________________________
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By:_________________________
Title:
22
SCHEDULE I
Commissions:
Each Issuer agrees to pay each Agent, unless otherwise
greed by the Issuer and such Agent, a commission equal to the
following percentage of the principal amount of each Note of the
Issuer sold by such Agent:
Terms Commission Rate
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to and including 30 years .750%
Over 30 years To be negotiated at the time
of sale
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SCHEDULE II
Address for Notice to Agent:
Notices to Credit Suisse First Boston Corporation shall be
directed to them at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention of Short and medium-Term Finance, Telephone (212) 325-
7198, Fax (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to ▇▇▇▇▇▇ Brothers Inc. shall be directed to them at
3 World Financial Center, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention of Medium-Term Note Origination, Telephone (212) 526-
8400, Fax (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to ▇.▇. ▇▇▇▇▇▇ Securities Inc. shall be directed to
it at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention of MTN Trading Desk, Fax (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. shall be directed to it
at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of
the Medium-Term Note Department.
