Exhibit 4(a)
SPRINT CORPORATION
TO
BANK ONE, N.A.
Trustee
_____________________
First Supplemental Indenture
Dated as of January 15, 1999
______________________
SUPPLEMENTAL TO
INDENTURE
Dated as of October 1, 1998
FIRST SUPPLEMENTAL INDENTURE, dated as of January 15, 1999,
between SPRINT CORPORATION, a Kansas corporation (herein called
the "Company"), having its principal office at 0000 Xxxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxx, and Bank One, N.A., a national
banking association, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture, dated as of October 1, 1998 (the
"Indenture"), providing for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness
(herein and therein called the "Securities"), to be issued in one
or more series as in the Indenture provided; and
WHEREAS, Section 901(5) of the Indenture provides that the
Company, when authorized by or pursuant to a Board Resolution,
and the Trustee, at any time and from time to time, may enter
into an indenture supplemental to the Indenture for the purpose
of adding, changing or eliminating any provision of the Indenture
in respect of one or more series of Securities, provided that any
such addition, change or elimination (1) shall neither apply to
any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such
Security with respect to such provision or (2) shall become
effective only when there is no Security Outstanding; and
WHEREAS, there is no Security Outstanding under the
Indenture; and
WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this First Supplemental Indenture to amend the
Indenture in certain respects; and
WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company, in
accordance with its terms, have been done.
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as
follows:
1. The Indenture is hereby amended by deleting Article VIII
thereof in its entirety and inserting in lieu thereof a new
Article VIII as follows:
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ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801. Company May Consolidate, Etc., Only on Certain
Terms.
The Company shall not consolidate with or merge into any
other Person or convey, transfer or lease all or substantially
all its properties and assets in any one transaction or series of
transactions, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or
lease all or substantially all its properties and assets in any
one transaction or series of transactions to the Company, unless:
(1) in case the Company shall consolidate with or
merge into another Person or convey, transfer or lease all
or substantially all its properties and assets in any one
transaction or series of transactions, the Person formed by
such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or
which leases, all or substantially all the properties and
assets of the Company in any one transaction or series of
transactions shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of
the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and
interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part
of the Company to be performed or observed;
(2) immediately after giving effect to such
transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result of
such transaction as having been incurred by the Company or
such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have
happened and be continuing;
(3) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or
assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which
would not be permitted by this Indenture, the Company or
such successor Person, as the case may be, shall take such
steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and
(4) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such
supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such
transaction have been complied with.
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Section 802. Successor Substituted.
Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or
lease of all or substantially all the properties and assets of
the Company in any one transaction or series of transactions in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this
Indenture and the Securities.
* * *
2. All provisions of this First Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the
Indenture; and the Indenture, as supplemented by this First
Supplemental Indenture, shall be read, taken and construed as one
and the same instrument.
3. The Trustee accepts the trusts created by the
Indenture, as supplemented by this First Supplement Indenture,
and agrees to perform the same upon the terms and conditions in
the Indenture, as supplemented by this First Supplemental
Indenture, set forth, and upon the following terms and
conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this First Supplemental Indenture or the due execution hereof by
the Company or for or in respect of the recitals contained
herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article
VI of the Indenture shall apply to this First Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full, with such omissions, variations and
modifications thereof as may be appropriate to make the same
conform to this First Supplemental Indenture.
4. The amendments to the Indenture made by Section 1
hereof shall have effect with respect to the Securities of all
series created under the Indenture, whether created before or
after the date hereof.
5. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.
6. This First Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall
be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the date first above written.
SPRINT CORPORATION
By /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Vice President
[Corporate Seal]
Attest:
/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary
BANK ONE, N.A., as Trustee
By /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Authorized Signer
[Corporate Seal]
Attest:
/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signer
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STATE OF KANSAS )
) SS.:
COUNTY OF XXXXXXX )
On the 28th day of January, 1999, before me personally came
Xxx X. Xxxxxx, to me known, who, being by me duly sworn, did
depose and say that he is Vice President of Sprint Corporation,
one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like
authority.
/s/ Xxxx X. Xxxxxx
My Commission Expires: 10/31/2002
STATE OF OHIO )
) SS.:
COUNTY OF FRANKLIN )
On the 29th day of January, 1999, before me personally came
Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did
depose and say that he is an authorized signer of Bank One, N.A.,
one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like
authority.
/s/ Xxxxxxx Xxxxxx
My Commission Expires: 11-5-2003