Exhibit 4(b)
SPRINT CAPITAL CORPORATION
AND
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,
among SPRINT CAPITAL CORPORATION, a Delaware corporation (herein
called the "Company"), having its principal office at 0000
Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxx, SPRINT CORPORATION, a
Kansas corporation (herein called the "Guarantor"), 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 AND THE GUARANTOR
WHEREAS, the Company and the Guarantor have 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 the Company's 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,
the Guarantor, when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time,
may enter into 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, the Securities of all series created prior to the
date hereof have the benefit of Article VIII as amended herein in
lieu of Article VIII of the Indenture prior to the amendment
thereof and consequently are not entitled to the benefit of
Article VIII of the Indenture prior to the amendment thereof
contained herein; and
WHEREAS, the Company and the Guarantor, pursuant to the
foregoing authority, propose 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 and the
Guarantor, in accordance with its terms, have been done.
AGREEMENT
NOW, THEREFORE, the Company, the Guarantor 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 or Guarantor May Consolidate, Etc.,
Only on Certain Terms.
Neither the Company nor the Guarantor shall consolidate with
or merge into any other Person or convey, transfer or lease all
or substantially all its properties and assets in any one
transaction or series of transactions, and neither the Company
nor the Guarantor shall permit any Person to consolidate with or
merge into the Company or the Guarantor or convey, transfer or
lease all or substantially all its properties and assets in any
one transaction or series of transactions to the Company or the
Guarantor, unless:
(1) in case the Company or the Guarantor 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 or the Guarantor, as the case may be, 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 or the Guarantor, as the case may be,
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, in the case of the Company, the due and
punctual payment of the principal of and any premium and
interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part
of the Company to be performed or observed, and, in the case
of the Guarantor, all obligations under the Guarantees and
the performance or observance of every covenant of this
Indenture on the part of the Guarantor to be performed or
observed;
(2) immediately after giving effect to such
transaction and treating any indebtedness which becomes an
obligation of the Company, the Guarantor or any Subsidiary
as a result of such transaction as having been incurred by
the Company, the Guarantor or such Subsidiary at the time of
such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing;
(3) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or
assets of the Company or the Guarantor, as the case may be,
would become subject to a mortgage, pledge, lien, security
interest or other encumbrance which would not be permitted
by this Indenture, the Company, the Guarantor or such
successor Person, as the case may be, shall take such steps
as shall be necessary effectively to secure the Securities
or the Guarantees, as the case may be, equally and ratably
with (or prior to) all indebtedness secured thereby; and
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(4) the Company or the Guarantor, as the case may be,
has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction,
such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating
to such transaction have been complied with.
Section 802. Successor Substituted.
Upon any consolidation of the Company or the Guarantor with,
or merger of the Company or the Guarantor into, any other Person
or any conveyance, transfer or lease of all or substantially all
the properties and assets of the Company or the Guarantor 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 or the Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of,
the Company or the Guarantor, as the case may be, under this
Indenture with the same effect as if such successor Person had
been named as the Company or the Guarantor herein, and
thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this
Indenture and the Securities or the Guarantees, as the case may
be.
* * *
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 the Guarantor or for or in respect of the recitals
contained herein, all of which recitals are made by the Company
and the Guarantor 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.
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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.
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 CAPITAL 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
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
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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 Capital
Corporation, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation; and that he signed his name
thereto by like authority.
/s/ Xxxx X. Xxxxxx
My Commission Expires: 10/31/2002
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
7
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: 11-2-2003
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