Common use of Initial and Subsequent Remarketing Clause in Contracts

Initial and Subsequent Remarketing. Unless a Tax Event Redemption shall have occurred, the Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding May 17, 2004, or, in the case of any Subsequent Remarketing (written notice of which the Collateral Agent shall have received from the Remarketing Agent), by 10:00 a.m., New York City time, on the second Business Day immediately preceding the date of such Subsequent Remarketing, without any instruction from any Holder of Corporate Units, present the related Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes on such date at an aggregate price of approximately 100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will remit the entire amount of the Proceeds of such remar keting to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constitut- ing a part of such Corporate Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial and Subsequent Remarketing. (a) Unless a Tax Event Redemption has occurred or the Company exercises its right to defer remarketing pursuant to Section 5.5(c), the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to sell the Notes of Corporate Unit Holders (and other Note Holders that duly elect pursuant to the Remarketing Agreement to have their Notes remarketed) (the "Initial Remarketing") on the third Business Day immediately preceding May 17, 2004 (the "Initial Remarketing Date"). In the event the Initial Remarketing is a Failed Remarketing or has been deferred by the Company pursuant to Section 5.5(c), unless a Tax Event Redemption has occurred, upon request from the Collateral Company and Sprint Capital, the Remarketing Agent shallshall use its reasonable efforts from time to time prior to the twelfth Business Day before August 17, 2004 to remarket all of the Notes of Corporate Unit Holders who have not otherwise notified the Agent on or prior to the second business day before any Subsequent Remarketing of their intention to make an Early Settlement of the related Purchase Contracts (each such subsequent remarketing being referred to as a "Subsequent Remarketing" and each date on which a Subsequent Remarketing takes place being referred to as a "Subsequent Remarketing Date"). In order to facilitate the remarketing, the Agent shall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding May 17, 2004, or, in the case of any Subsequent Remarketing (written notice of which the Collateral Agent shall have received from the Remarketing Agent), by 10:00 a.m., New York City time, on the second Business Day immediately preceding the date Initial Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent of the aggregate principal amount of Notes to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, shall present such Subsequent Remarketing, without any instruction from any Holder of Corporate Units, present the related Pledged Notes to the Remarketing Agent for remarketing. Upon receiving receipt of such Pledged Notesnotice from the Agent and such Notes from the Collateral Agent, the Remarketing AgentAgent shall, pursuant to on the terms of the Initial Remarketing Agreement and the Supplemental Date or any Subsequent Remarketing AgreementDate, will use its reasonable efforts to remarket such Pledged Notes on such date at an aggregate price of approximately 100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing" or "Successful Subsequent Remarketing", as applicable), the portion of the proceeds from such Successful Initial Remarketing or Successful Subsequent Remarketing equal to the Treasury Portfolio Purchase Price shall be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will remit the entire amount . Any proceeds in excess of the Proceeds of such remar keting those required to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to pay the Treasury Portfolio Purchase Price to purchase from and the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds Remarketing Fee shall be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units whose Notes are so remarketed shall not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio shall be substituted for the Notes of Corporate Unit Holders and shall be pledged to purchase the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the PCS Common Stock of the Company under the related Purchase Contracts constitut- ing on the Purchase Contract Settlement Date. Following the occurrence of a part Successful Initial Remarketing or Successful Subsequent Remarketing, the Holders of such Corporate Units, in substitution for the Pledged Notes. Thereafter Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Notes Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6the Pledge Agreement, and any reference herein or in the Certificates to the Notes Note shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. (b) If, on the Initial Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent (despite using its reasonable efforts) cannot remarket the related Notes (other than to the Company or Sprint Capital) of such Holders of Corporate Units at a price not less than 100% of the Treasury Portfolio Purchase Price or a condition precedent to the remarketing set forth in the Remarketing Agreement has not been satisfied, the remarketing shall be deemed to have failed (a "Failed Remarketing"). The Company shall cause a notice of a Failed Remarketing to be published on the Business Day immediately following the Failed Remarketing in an Authorized Newspaper. (c) Notwithstanding the foregoing, any obligation on the part of the Company, Sprint Capital or the Remarketing Agent to remarket the Notes on the Initial Remarketing Date or otherwise, other than the Final Remarketing Date or upon any PCS Stock Redemption, shall be subject to the Company's or Sprint Capital's right to defer any remarketing to the extent the Company determines in good faith that effecting a remarketing on such date is not in its best interests. (d) Not later than 7 calendar days nor more than 15 calendar days immediately prior to any Reset Announcement Date, the Company or Sprint Capital shall request that the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) notify the Beneficial Owners or Clearing Agency Participants holding Corporate Units or Treasury Units of such Reset Announcement Date and, in the case of a Final Remarketing, the procedures to be followed by Holders of Corporate Units who intend to elect Cash Settlement on the Business Day immediately preceding the Purchase Contract Settlement Date.

Initial and Subsequent Remarketing. (a) Unless a ----------------------------------- Tax Event Redemption has occurred or the Company exercises its right to defer remarketing pursuant to Section 5.5(c), the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to sell the Notes of Corporate Unit Holders (and other Note Holders that duly elect pursuant to the Remarketing Agreement to have their Notes remarketed) (the "Initial Remarketing") on the third Business Day immediately preceding May 17, 2004 (the "Initial Remarketing Date"). In the event the Initial Remarketing is a Failed Remarketing or has been deferred by the Company pursuant to Section 5.5(c), unless a Tax Event Redemption shall have has occurred, upon request from the Collateral Company and Sprint Capital, the Remarketing Agent shallshall use its reasonable efforts from time to time prior to the twelfth Business Day before August 17, 2004 or in any case on the third business day immediately prior to the date of any PCS Stock Redemption to remarket all of the Notes of Corporate Unit Holders who have not otherwise notified the Agent on or prior to the second business day before any Subsequent Remarketing of their intention to make an Early Settlement of the related Purchase Contracts (each such subsequent remarketing being referred to as a "Subsequent Remarketing" and each date on which a Subsequent Remarketing takes place being referred to as a "Subsequent Remarketing Date"). In order to facilitate the remarketing, the Agent shall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding May 17, 2004, or, in the case of any Subsequent Remarketing (written notice of which the Collateral Agent shall have received from the Remarketing Agent), by 10:00 a.m., New York City time, on the second Business Day immediately preceding the date Initial Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent of the aggregate principal amount of Notes to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present such Subsequent Remarketing, without any instruction from any Holder of Corporate Units, present the related Pledged Notes to the Remarketing Agent for remarketing. Upon receiving receipt of such Pledged Notesnotice from the Agent and such Notes from the Collateral Agent, the Remarketing AgentAgent will, pursuant to on the terms of the Initial Remarketing Agreement and the Supplemental Date or any Subsequent Remarketing AgreementDate, will use its reasonable efforts to remarket such Pledged Notes on such date at an aggregate price of approximately 100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deducting as If the Remarketing Fee Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing" or "Successful Subsequent Remarketing", as applicable), the portion of the proceeds from such Successful Initial Remarketing or Successful Subsequent Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds proceeds in excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will remit the entire amount . Any proceeds in excess of the Proceeds of such remar keting those required to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to pay the Treasury Portfolio Purchase Price to purchase from and the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units whose Notes are so remarketed shall not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio shall be substituted for the Notes of Corporate Unit Holders and shall be pledged to purchase the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the PCS Common Stock of the Company under the related Purchase Contracts constitut- ing on the Purchase Contract Settlement Date. Following the occurrence of a part Successful Initial Remarketing or Successful Subsequent Remarketing, the Holders of such Corporate Units, in substitution for the Pledged Notes. Thereafter Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Notes Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6the Pledge Agreement, and any reference herein or in the Certificates to the Notes Note shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. (b) If, on the Initial Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent (despite using its reasonable efforts) cannot remarket the related Notes (other than to the Company or Sprint Capital) of such Holders of Corporate Units at a price not less than 100% of the Treasury Portfolio Purchase Price or a condition precedent to the remarketing set forth in the Remarketing Agreement has not been satisfied, the remarketing will be deemed to have failed (a "Failed Remarketing"). The Company will cause a notice of a Failed Remarketing to be published on the Business Day immediately following the Failed Remarketing in an Authorized Newspaper. (c) Notwithstanding the foregoing, any obligation on the part of the Company, Sprint Capital or the Remarketing Agent to remarket the Notes on the Initial Remarketing Date or otherwise, other than the Final Remarketing Date or upon any PCS Stock Redemption, shall be subject to the Company's or Sprint Capital's right to defer any remarketing to the extent the Company determines in good faith that effecting a remarketing on such date is not in its best interests. (d) Not later than 7 calendar days nor more than 15 calendar days prior to any Reset Announcement Date, the Company or Sprint Capital will notify the DTC or its nominee (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate Units or Treasury Units of such Reset Announcement Date and, in the case of a Final Remarketing, the procedures to be followed by Holders of Corporate Units who intend to settle their obligation under the Purchase Contract with separate cash on the Purchase Contract Settlement Date.

Initial and Subsequent Remarketing. Unless a Tax Event ----------------------------------- Redemption shall have occurred, the Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding May 17, 2004, or, in the case of any Subsequent Remarketing [(written notice of which the Collateral Agent shall have received from the Remarketing Agent), ,] by 10:00 a.m., New York City time, on the second Business Day immediately preceding the date of such Subsequent Remarketing, without any instruction from any Holder of Corporate Units, present the related Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes on such date at an aggregate a price of approximately 100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will remit the entire amount of the Proceeds of such remar keting remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constitut- ing constituting a part of such Corporate Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.