Exhibit 4.15
, dated as of August __, 2001 (the "Agreement")
by and among Sprint Corporation, a Kansas corporation (the "Company"), Sprint
Capital Corporation, a Delaware corporation and a wholly owned subsidiary of the
Company ("Sprint Capital"), Bank One, National Association., a ____________, as
Purchase Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact
of the holders of Purchase Contracts (as defined in the Purchase Contract
Agreement (as defined herein)), and UBS Warburg LLC (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue $[___] (or $[___] if the Underwriters'
overallotment option is exercised in full) aggregate Stated Amount of its
Equity Units (the "Equity Units") under the Purchase Contract Agreement, dated
as of the date hereof, by and between the Purchase Contract Agent and the
Company (the "Purchase Contract Agreement"); and
WHEREAS, the Equity Units will initially consist of 40,000,000 (or
46,000,000 if the underwriters' overallotment option is exercised in full)
"Corporate Units" (as defined in the Purchase Contract Agreements); and
WHEREAS, Sprint Capital will issue concurrently in connection with the
issuance of the Equity Units $[___] (or $[___] if the Underwriters'
overallotment option is exercised in full) aggregate principal amount of its
[__]% Notes due August 17, 2006 (the "Notes"); and
WHEREAS, the Notes forming a part of the Corporate Units will be
pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as of
the date hereof, by and among the Company, Bank One, National Association, as
collateral agent (the "Collateral Agent") and the Purchase Contract Agent, to
secure the Corporate Units holders' obligations under the related Purchase
Contracts on August 17, 2004; and
WHEREAS, the Notes of the Note holders electing to have their Notes
remarketed and of the Corporate Unit holders will be initially remarketed (the
"Initial Remarketing") by a Remarketing Agent on the third Business Day
immediately preceding May 17, 2004 (the "Initial Remarketing Date"); and
WHEREAS, in the event that the Notes have not been successfully
remarketed on the Initial Remarketing Date, at Sprint Capital's or the Company's
request, the Remarketing Agent shall use reasonable efforts to remarket from
time to time (in any case a "Subsequent Remarketing") prior to the twelfth
Business Day preceding August 17, 2004 (any such date, a "Subsequent Remarketing
Date"); and
WHEREAS, if the Notes have not been successfully remarketed in the
Initial Remarketing or a Subsequent Remarketing, the Notes of the Note holders
electing to have their
Notes remarketed and of the Corporate Unit holders who have elected not to
settle the Purchase Contracts related to their Corporate Units by Cash
Settlement and who have not elected Early Settlement will be remarketed (the
"Final Remarketing") by the Remarketing Agent on the third Business Day
immediately preceding August 17, 2004 (the "Final Remarketing Date"); and
WHEREAS, in the event of a Successful Remarketing prior to the twelfth
Business Day immediately preceding August 17, 2004, the applicable interest rate
on the Notes will be reset on the applicable Reset Date to the Reset Rate to be
determined by the Reset Agent as the rate that such Notes should bear in order
for the Applicable Principal Amount of the Notes to have an approximate
aggregate market value of 100.5% of the Treasury Portfolio Purchase Price on the
applicable Reset Date, provided that in the determination of such Reset Rate,
the Company shall, if applicable, limit the Reset Rate to the maximum rate
permitted by applicable law; and
WHEREAS, in the event of a Successful Final Remarketing, the
applicable interest rate on the Notes will be reset on the Final Remarketing
Date to the Reset Rate to be determined by the Reset Agent as the rate that such
Notes should bear in order to have an approximate market value of 100.5% of the
aggregate principal amount of the Notes on the Final Remarketing Date, provided
that in the determination of such Reset Rate, the Company shall, if applicable,
limit the Reset Rate to the maximum rate permitted by applicable law;
WHEREAS, the Company has requested UBS Warburg LLC to act as
Remarketing Agent and Reset Agent and as such to perform the services described
herein, and UBS Warburg LLC is willing to act as Remarketing Agent and Reset
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions.
-----------
Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the Purchase Contract Agreement or, if not therein
defined, the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent.
------------------------------------------------
(a) The Company hereby appoints UBS Warburg LLC and UBS Warburg LLC
hereby as the Reset Agent to determine in consultation with the Company, in the
manner provided for herein and in the Indenture and the Notes Terms (in each
case as in effect on the date of this ) with respect to the
Notes, (1) with respect to the Initial Remarketing Date or any Subsequent
Remarketing Date, the Reset Rate that, in the opinion of the Reset Agent, will,
when applied to the Notes, enable the Applicable Principal Amount of the Notes
to have an approximate aggregate market value of 100.5% of the Treasury
Portfolio Purchase Price as of the Initial Remarketing Date or any Subsequent
Remarketing Date, and (2) with respect to the Final Remarketing Date, if
applicable, the Reset Rate that, in the opinion of the Reset Agent, will,
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when applied to the Notes, enable each Note to have an approximate market value
of 100.5% of its principal amount as of the Final Remarketing Date, provided, in
each case, that the Company, by notice to the Reset Agent prior to the tenth
Business Day preceding the applicable Reset Effective Date, shall, if
applicable, limit the Reset Rate so that it does not exceed the maximum rate
permitted by applicable law) and (ii) as the exclusive Remarketing Agent
(subject to the right of the Remarketing Agent to appoint additional remarketing
agents hereunder as described below) to (1) remarket the Notes of the Note
holders electing to have their Notes remarketed and of the Corporate Units
holders on the Initial Remarketing Date or any Subsequent Remarketing Date, as
the case may be, for settlement on the third Business Day thereafter, and (2) in
the event that the Notes have not been successfully remarketed before the Final
Remarketing Date, remarket the Notes of the Note holders electing to have their
Notes remarketed or of the Corporate Units holders who have not elected Early
Settlement of the related Purchase Contracts and have failed to notify the
Purchase Contract Agent, on or prior to the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, of their intention to elect
Cash Settlement of the related Purchase Contracts.
(b) In connection with the remarketing contemplated hereby, the
Remarketing Agent will enter into a Supplemental (the
"Supplemental ") with the Company and the Purchase Contract
Agent, which shall be substantially in the form attached hereto as Exhibit A
(with such changes as the Company and the Remarketing Agent may agree upon, it
being understood that changes may be necessary in the representations,
warranties, covenants and other provisions of the Supplemental due to changes in law or facts and circumstances or in the event that
one of the Possible Agents is not the sole remarketing agent, and with such
further changes therein as the Remarketing Agent may reasonably request).
Anything herein to the contrary notwithstanding, UBS Warburg LLC shall not be
obligated to act as Remarketing Agent or Reset Agent hereunder unless the
Supplemental is in form and substance reasonably
satisfactory to UBS Warburg LLC. The Company agrees that UBS Warburg LLC shall
have the right, on fifteen Business Days notice to the Company, to appoint one
or more additional remarketing agents so long as any such additional remarketing
agents shall be reasonably acceptable to the Company. Upon any such appointment,
the parties shall enter into an appropriate amendment to this Agreement to
reflect the addition of any such remarketing agent.
(c) Pursuant to the Supplemental , the
Remarketing Agent, either as sole remarketing agent or as representative of a
group of remarketing agents appointed as aforesaid, will agree, subject to the
terms and conditions set forth herein and therein, to use its reasonable efforts
(i) to remarket on the Initial Remarketing Date the Notes that the Trustee (as
defined in the Indenture) shall have notified the Remarketing Agent have been
tendered for, or otherwise are to be included in, the Initial Remarketing, at a
price per Note such that the aggregate price for the Applicable Principal Amount
of the Notes is approximately 100.5% of the Treasury Portfolio Purchase Price,
(ii) in the event the Initial Remarketing was deferred by the Company pursuant
to Section 5.5 of the Purchase Contract Agreement or resulted in a Failed
Initial Remarketing, to remarket, at the Company's request, from time to time,
all of the Notes of Corporate Unit Holders that the Trustee shall have notified
the Remarketing Agent have been tendered for, or otherwise are to be included
in, a Subsequent Remarketing, at a price per Note such that the aggregate price
for the Applicable Principal Amount of the Notes is approximately 100.5% of the
Treasury Portfolio Purchase Price and (iii) in the event that the
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Notes have not been successfully remarketed before the Final Remarketing Date,
to remarket on the Final Remarketing Date the Notes that the Trustee shall have
notified the Remarketing Agent have been tendered for, or otherwise are to be
included in, the Final Remarketing, at a price of approximately 100.5% of the
aggregate principal amount of such Notes. Notwithstanding the preceding
sentence, the Remarketing Agent shall not remarket any Notes for a price less
than the price necessary for the Applicable Principal Amount of such Notes to
have an aggregate price equal to 100% of the Treasury Portfolio Purchase Price,
in the case of the Initial Remarketing or any Subsequent Remarketing, or the
aggregate principal amount of such Notes, in the case of the Final Remarketing
(in any such case, the "Minimum Remarketing Price") . After deducting the fee
specified in Section 3 below, the proceeds of such Initial Remarketing,
Subsequent Remarketing or Final Remarketing, as the case may be, shall be paid
to the Collateral Agent in accordance with Section 4.6 or 6.3 of the Pledge
Agreement and Section 5.5 or 5.6 of the Purchase Contract Agreement (each of
which Sections are incorporated herein by reference). The right of each holder
of Notes or Corporate Units to have Notes tendered for the Initial Remarketing,
any Subsequent Remarketing or the Final Remarketing, as the case may be, shall
be limited to the extent that (i) the Remarketing Agent conducts the Initial
Remarketing or any Subsequent Remarketing and, in the event that the Notes have
not been successfully remarketed before the Final Remarketing Date, a Final
Remarketing pursuant to the terms of this Agreement, (ii) Notes tendered have
not otherwise been called for redemption, (iii) the Remarketing Agent is able to
find a purchaser or purchasers for tendered Notes at a price of not less than
the Minimum Remarketing Price and (iv) such purchaser or purchasers deliver the
purchase price therefor to the Remarketing Agent as and when required.
(d) It is understood and agreed that neither the Remarketing Agent nor
the Reset Agent shall have any obligation whatsoever to purchase any Notes,
whether in the Initial Remarketing, any Subsequent Remarketing, Final
Remarketing or otherwise, and shall in no way be obligated to provide funds to
make payment upon tender of Notes for remarketing or to otherwise expend or risk
their own funds or incur or be exposed to financial liability in the performance
of their respective duties under this Agreement or the Supplemental , and, without limitation of the foregoing, the Remarketing Agent shall
not be deemed an underwriter of the remarketed Notes. Neither the Company nor
Sprint Capital shall be obligated in any case to provide funds to make payment
upon tender of Notes for remarketing.
Section 3. Fees.
----
In the event of a Successful Initial Remarketing, Successful Subsequent
Remarketing or Successful Final Remarketing, the Remarketing Agent shall retain
as a remarketing fee (the "Remarketing Fee") an amount not exceeding 25 basis
points (0.25%) of the Minimum Remarketing Price from any amount received in
connection with such Initial Remarketing or Subsequent Remarketing or Final
Remarketing, as the case may be, in excess of the applicable Minimum Remarketing
Price. In addition, the Reset Agent shall, in either case, receive from the
Company a reasonable and customary fee for its serving as Reset Agent (the
"Reset Agent Fee"), provided, however, that if the Remarketing Agent shall also
act as the Reset Agent, then the Reset Agent shall not be entitled to receive
any such Reset Agent Fee. Payment of such Reset Agent Fee shall be made by the
Company on the date of any Successful Remarketing, in immediately available
funds or, upon the instructions of the Reset Agent, by certified or official
bank check or checks or by wire transfer.
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Section 4. Replacement and Resignation of Remarketing Agent.
------------------------------------------------
(a) The Company and Sprint Capital may in their absolute discretion
replace the Remarketing Agent and/or the Reset Agent appointed pursuant to
Section 1 as the Remarketing Agent and as the Reset Agent hereunder by giving
notice prior to 3:00 p.m., New York City time on the eleventh Business Day
immediately prior to the Initial Remarketing Date, any Subsequent Remarketing
Date or the Final Remarketing Date, as the case may be, provided, in either
case, that the Company must replace the UBS Warburg LLC both as Remarketing
Agent and as Reset Agent unless UBS Warburg LLC shall otherwise agree. Any such
replacement shall become effective upon the Company's and Sprint Capital's
appointment of a successor to perform the services that would otherwise be
performed hereunder by the Remarketing Agent and the Reset Agent. Upon providing
such notice, the Company and Sprint Capital shall use all reasonable efforts to
appoint such a successor and to enter into a with such
successor as soon as reasonably practicable.
(b) UBS Warburg LLC may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent and/or as the Reset
Agent by giving notice prior to 3:00 p.m., New York City time on the eleventh
Business Day immediately prior to the Initial Remarketing Date, any Subsequent
Remarketing Date or the Final Remarketing Date, as the case may be. Any such
resignation shall be conditioned upon and become effective upon the Company's
and Sprint Capital's appointment of a successor to perform the services that
would otherwise be performed hereunder by the Remarketing Agent and/or the Reset
Agent. Upon receiving notice from the Remarketing Agent and/or the Reset Agent
that it wishes to resign hereunder, the Company and Sprint Capital shall appoint
such a successor and enter into a remarketing agreement with it as soon as
reasonably practicable.
(c) The Company and Sprint Capital shall give the Purchase Contract
Agent, the Trustee and the Collateral Agent prompt written notice of the
appointment of any successor Remarketing Agent and Reset Agent.
Section 5. Dealing in the Securities.
-------------------------
Each of the Remarketing Agent and the Reset Agent, when acting hereunder
or, in the case of the Remarketing Agent, under the Supplemental Remarketing
Agreement, or when acting in its individual or any other capacity, may, to the
extent permitted by law, buy, sell, hold or deal in any of the Notes, Treasury
Units, Corporate Units or any other securities of the Company or Sprint Capital.
With respect to any Notes, Treasury Units, Corporate Units or any other
securities of the Company or Sprint Capital owned by it, each of the Remarketing
Agent and the Reset Agent may exercise any vote or join in any action with like
effect as if it did not act in any capacity hereunder. Each of the Remarketing
Agent and the Reset Agent, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other
transaction with the Company or Sprint Capital as freely as if it did not act in
any capacity hereunder.
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Section 6. Registration Statement and Prospectus.
-------------------------------------
In connection with the Initial Remarketing, any Subsequent Remarketing
or the Final Remarketing, if and to the extent required in the view of counsel
(which need not be an opinion) for either the Remarketing Agent or the Company
by applicable law, regulations or interpretations in effect at the time of the
Initial Remarketing, Subsequent Remarketing or the Final Remarketing, as the
case may be, the Company (i) shall use commercially reasonable best efforts to
have a registration statement relating to the Notes effective under the
Securities Act of 1933, as amended (the "Securities Act") prior to the Initial
Remarketing Date, any Subsequent Remarketing Date or the Final Remarketing Date,
as applicable, (ii) if requested by the Remarketing Agent shall furnish a
current preliminary prospectus and, if applicable, a current preliminary
prospectus supplement to be used by the Remarketing Agent in the Initial
Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case
may be, not later than seven Business Days prior to the date of such remarketing
(or such earlier date as the Remarketing Agent may reasonably request) and in
such quantities as the Remarketing Agent may reasonably request, and (iii) shall
furnish a current final prospectus and, if applicable, a final prospectus
supplement to be used by the Remarketing Agent in the Initial Remarketing, any
Subsequent Remarketing or the Final Remarketing, as the case may be, not later
than the third Business Day immediately preceding the date of such remarketing
in such quantities as the Remarketing Agent may reasonably request, and shall
pay all expenses relating thereto (any such registration statement referred to
in this Section 6 being referred to herein as a "Registration Statement") and
any prospectus referred to in this Section 6 being referred to as a
"Prospectus"). The Company shall also take all such actions as may (upon advice
of counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with the Initial
Remarketing, any Subsequent Remarketing and the Final Remarketing.
Section 7. Conditions to the Remarketing Agent's Obligations.
-------------------------------------------------
(a) The obligations of the Remarketing Agent and the Reset Agent under
this Agreement and, in the case of the Remarketing Agent, the Supplemental
Remarketing Agreement, shall be subject to the terms and conditions of this
Agreement and the Supplemental Remarketing Agreement, including, without
limitation, the following conditions: (i) the Notes tendered for, or otherwise
to be included in the Initial Remarketing, any Subsequent Remarketing or Final
Remarketing, as the case may be, shall not have been called for redemption, (ii)
the Remarketing Agent is able to find a purchaser or purchasers for tendered
Notes at a price not less than the applicable Minimum Remarketing Price, (iii)
the Purchase Contract Agent, the Collateral Agent, the Company and the Trustee
shall have performed their respective obligations in connection with the Initial
Remarketing, any Subsequent Remarketing or the Final Remarketing, as the case
may be, in each case pursuant to the Purchase Contract Agreement, the Pledge
Agreement, the Indenture, the Notes Pricing Resolutions and this Agreement and
the Supplemental Remarketing Agreement (including, without limitation, giving
the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later
than 10:00 a.m., New York City time, on the fourth Business Day prior to the
applicable Remarketing Date, in the case of the Initial Remarketing or any
Subsequent Remarketing, and giving the Remarketing Agent notice of the aggregate
principal amount of Notes to be remarketed, no later than 10:00 a.m., New York
City time, on the fourth Business Day prior to the Purchase Contract Settlement
6
Date, in the case of the Final Remarketing, and, in each case, concurrently
delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event
of Default (as defined in the Indenture) shall have occurred and be continuing,
(v) the accuracy of the representations and warranties of the Company and Sprint
Capital, as the case may be, included in this Agreement and those specifically
incorporated by reference in the Supplemental Remarketing Agreement or in
certificates of any officer of the Company or any of its subsidiaries delivered
pursuant to this Agreement and provisions specifically incorporated by reference
in the Supplemental Remarketing Agreement, (vi) the performance by the Company
and Sprint Capital, as the case may be, of their respective covenants and other
obligations included in this Agreement and those specifically incorporated by
reference in the Supplemental Remarketing Agreement, and (vii) the satisfaction
of the other conditions set forth in this Agreement and those specifically
incorporated by reference in the Supplemental Remarketing Agreement.
(b) If at any time during the term of this Agreement, any Event of
Default or event that with the passage of time or the giving of notice or both
would become an Event of Default has occurred and is continuing under the
Indenture, then the obligations and duties of the Remarketing Agent and the
Reset Agent under this Agreement and the Supplemental Remarketing Agreement
shall be suspended until such default or event has been cured. The Company will
promptly give the Remarketing Agent written notice of all such defaults and
events of which the Company is aware.
Section 8. Termination of Remarketing Agreement. This Agreement
------------------------------------
shall terminate as to any Remarketing Agent or Reset Agent which is replaced on
the effective date of its replacement pursuant to Section 4(a) hereof or
pursuant to Section 4(b) hereof. Notwithstanding any such termination, the
obligations set forth in Section 3 hereof shall survive and remain in full force
and effect until all amounts payable under said Section 3 shall have been paid
in full. In addition, each former Remarketing Agent and Reset Agent shall be
entitled to the rights and benefits under Section 10 of this Agreement
notwithstanding the replacement or resignation of such Remarketing Agent or
Reset Agent.
Section 9. Remarketing Agent's Performance; Duty of Care. The duties
---------------------------------------------
and obligations of the Remarketing Agent and the Reset Agent shall be determined
solely by the express provisions of this Agreement and, in the case of the
Remarketing Agent, the Supplemental Remarketing Agreement. No implied covenants
or obligations of or against the Remarketing Agent or the Reset Agent shall be
read into this Agreement or the Supplemental Remarketing Agreement. In the
absence of bad faith on the part of the Remarketing Agent or the Reset Agent, as
the case may be, the Remarketing Agent and the Reset Agent each may conclusively
rely upon any document furnished to it which purports to conform to the
requirements of this Agreement or the Supplemental Remarketing Agreement, as the
case may be, as to the truth of the statements expressed therein. Each of the
Remarketing Agent and the Reset Agent shall be protected in acting upon any
document or communication reasonably believed by it to be signed, presented or
made by the proper party or parties. Neither the Remarketing Agent nor the Reset
Agent shall have any obligation to determine whether there is any limitation
under applicable law on the Reset Rate on the Notes or, if there is any such
limitation, the maximum permissible Reset Rate on the Notes, and they shall rely
solely upon written notice from the Company pursuant to Section ___ as to
whether or not there is any such limitation and, if so, the maximum permissible
Reset Rate. Neither the Remarketing Agent nor
7
the Reset Agent shall incur any liability under this Agreement or the
Supplemental Remarketing Agreement to any beneficial owner or holder of Notes,
or other securities, either in its individual capacity or as Remarketing Agent
or Reset Agent, as the case may be, for any action or failure to act in
connection with the Remarketing or otherwise in connection with the transactions
contemplated by this Agreement or the Supplemental Remarketing Agreement. The
provisions of this Section 9 shall survive any termination of this Agreement and
shall also continue to apply to every Remarketing Agent and Reset Agent
notwithstanding their resignation or removal.
Section 10. Indemnity and Contribution.
---------------------------
(a) The Company agrees to indemnify and hold harmless the Remarketing
Agent, the Reset Agent and each person, if any, who controls the Remarketing
Agent or the Reset Agent within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or any amendment thereof,
any preliminary prospectus or any Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Remarketing Agent or the Reset Agent furnished
to the Company in writing by or on behalf of the Remarketing Agent or the Reset
Agent through the Remarketing Agent or the Reset Agent expressly for use
therein; provided, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of the Remarketing
Agent or the Reset Agent if the person asserting any such losses, claims,
damages or liabilities purchased Notes, or any person controlling the
Remarketing Agent or the Reset Agent, as applicable, if it shall be established
that a copy of any Prospectus was not sent or given by or on behalf of the
Remarketing Agent or the Reset Agent, as applicable, to such person, if required
by law so to have been delivered, at or prior to the written confirmation of the
sale of the Notes to such person, and if such Prospectus would have cured the
defect giving rise to such losses, claims, damages or liabilities.
(b) Each of the Remarketing Agent and the Reset Agent agrees,
severally and not jointly, to indemnify and hold harmless the Company, the
directors of the Company, the officers of the Company who sign any Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or any amendment thereof, any preliminary prospectus
or any Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only with
reference to information relating to the
8
Remarketing Agent or the Reset Agent, as applicable, furnished to the Company in
writing by or on behalf of the Remarketing Agent or the Reset Agent, as
applicable, expressly for use in any Registration Statement, any preliminary
prospectus, any Prospectus or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 10(a) or 10(b), such person (the "indemnified party")
shall promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing of the commencement thereof; but the failure so
to notify the indemnifying party (i) will not relieve such indemnifying party
from liability under paragraph (a) or (b) above unless and to the extent it did
not otherwise learn of such action and such failure results in the forfeiture by
the indemnifying party of substantial rights and defenses and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Remarketing Agent and the Reset Agent and
all persons, if any, who control the Remarketing Agent or the Reset Agent within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and (ii) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the
Company within the meaning of either such Section. In the case of any such
separate firm for the Remarketing Agent and the Reset Agent and such control
persons of the Remarketing Agent and the Reset Agent, such firm shall be
designated in writing jointly by the Remarketing Agent and the Reset Agent. In
the case of any such separate firm for the Company, and such directors, officers
and control persons of the Company, such firm shall be designated in writing by
the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request, (ii) such request sets forth the terms of the proposed
settlement and (iii) such indemnifying party
9
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.
(d) To the extent the indemnification provided for in Section 10(a) or
10(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the offering of the Notes or
(ii) if the allocation provided by clause 10(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 10(d)(i) above but also the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company, on the one hand, and the Remarketing Agent and the
Reset Agent, on the other hand, in connection with the offering of the Notes
shall be deemed to be in the same respective proportions as the net proceeds
from the offering of the Notes (before deducting expenses) received by the
Company and the total fees received by the Remarketing Agent and the Reset
Agent, bear to the aggregate sales price of the remarketed Notes. The relative
fault of the Company and the Remarketing Agent and the Reset Agent shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the
Remarketing Agent and the Reset Agent and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(e) The Company, the Remarketing Agent and the Reset Agent agree that
it would not be just or equitable if contribution pursuant to this Section 10
were determined by pro rata allocation (even if the Remarketing Agent and the
Reset Agent were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in Section 10(d). The amount paid or payable by an indemnified party
as a result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 10, the
Remarketing Agent and the Reset Agent shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
remarketed by it and distributed to the public were offered to the public
exceeds the amount of any damages that the Remarketing Agent and the Reset Agent
have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The
10
remedies provided for in this Section 10 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any indemnified party
at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 10 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Remarketing Agent or the Reset Agent
or any person controlling the Remarketing Agent or the Reset Agent, or the
Company, its officers or directors or any person controlling the Company and
(iii) acceptance of and payment for any of the Notes.
Section 11. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.
Section 12. Term of Agreement.
-----------------
(a) Unless otherwise terminated in accordance with the provisions
hereof and except as otherwise provided herein, this Agreement shall remain in
full force and effect from the date hereof until the first day thereafter on
which no Notes are outstanding, or, if earlier, the Business Day immediately
following a Successful Initial Remarketing or any Successful Subsequent
Remarketing, or the Business Day immediately following the Purchase Contract
Settlement Date, in the case of a Successful Final Remarketing. Anything herein
to the contrary notwithstanding, the provisions of the last sentence of Section
8 hereof and the provisions of Sections 3, 9, 10 and 12(b) hereof shall survive
any termination of this Agreement and remain in full force and effect.
(b) All representations and warranties included in this Agreement, or
the Supplemental Remarketing Agreement, or contained in certificates of officers
of the Company submitted pursuant hereto or thereto, shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of the Remarketing Agent, the Reset Agent or any of their controlling persons,
or by or on behalf of the Company or the Purchase Contract Agent, and shall
survive the remarketing of the Notes.
Section 13. Successors and Assigns. The rights and obligations of the
----------------------
Company and the Purchase Contract Agent (both in its capacity as Purchase
Contract Agent and as attorney-in-fact) hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Remarketing Agent and the Reset Agent; provided, however, that the Company may
assign this Agreement and its rights and obligations hereunder pursuant to
Section 11.1 of the Purchase Contract Agreement. The rights and obligations of
the Remarketing Agent and the Reset Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the Company,
except that the Remarketing Agent shall have the right to appoint additional
remarketing agents as provided herein. This Agreement shall inure to the benefit
of and be binding upon the Company, the Purchase Contract Agent, the Remarketing
Agent and the Reset Agent and their respective successors and assigns and the
other indemnified parties (as defined in Section 10 hereof) and the successors,
assigns, heirs and
11
legal representatives of the indemnified parties. The terms "successors" and
"assigns" shall not include any purchaser of Securities or Notes merely because
of such purchase.
Section 14. Headings. Section headings have been inserted in this
--------
Agreement and the Supplemental Remarketing Agreement as a matter of convenience
of reference only, and it is agreed that such section headings are not a part of
this Agreement or the Supplemental Remarketing Agreement and will not be used in
the interpretation of any provision of this Agreement or the Supplemental
Remarketing Agreement.
Section 15. Severability. If any provision of this Agreement or the
------------
Supplemental Remarketing Agreement shall be held or deemed to be or shall, in
fact, be invalid, inoperative or unenforceable as applied in any particular case
in any or all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy or for any other reason, then, to
the extent permitted by law, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any
other case, circumstances or jurisdiction, or of rendering any other provision
or provisions of this Agreement or the Supplemental Remarketing Agreement, as
the case may be, invalid, inoperative or unenforceable to any extent whatsoever.
Section 16. Counterparts. This Agreement and the Supplemental
------------
Remarketing Agreement may be executed in counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same
document.
Section 17. Amendments. This Agreement and the Supplemental
----------
Remarketing Agreement may be amended by any instrument in writing signed by the
parties hereto. The Company and the Purchase Contract Agent agree that they will
not enter into, cause or permit any amendment or modification of the Purchase
Contract Agreement, the Indenture, the Notes Terms Certificate, the Pledge
Agreement, the Notes, the Equity Units or any other instruments or agreements
relating to the Notes or the Equity Units which would in any way affect the
rights, duties or obligations of the Remarketing Agent or the Reset Agent
without the prior written consent of the Remarketing Agent or the Reset Agent,
as the case may be.
Section 18. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, registered
or certified mail, return receipt requested and postage prepaid. All such
notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to Sprint Corporation, 0000 Xxxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx, Xxxxxx 00000, U.S.A., Attention: Corporate Secretary (fax no. (913)
000-0000), and if faxed, any such notice shall be confirmed in writing, with a
copy to King & Spalding, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XxxXxxx 00000,
Attention: Xxxx X. Xxxxxxx, Esq. (fax no. (000) 000-0000); if to the Remarketing
Agent or Reset Agent, to UBS Warburg LLC [ ], A ttention: [ ]; and
if to the Purchase Contract Agent, to Bank One, N.A., 000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000, Attention: Corporate Trust Services, or to such other
address as any of the above shall specify to the other in writing.
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Section 19. Information. The Company agrees to furnish the
-----------
Remarketing Agent and the Reset Agent with such information and documents as the
Remarketing Agent or the Reset Agent may reasonably request in connection with
the transactions contemplated by this Remarketing Agreement and the Supplemental
Remarketing Agreement, and make reasonably available to the Remarketing Agent,
the Reset Agent and any accountant, attorney or other advisor retained by the
Remarketing Agent or the Reset Agent such information that parties would
customarily require in connection with a due diligence investigation conducted
in accordance with applicable securities laws and cause the Company's officers,
directors, employees and accountants to participate in all such discussions and
to supply all such information reasonably requested by any such person in
connection with such investigation.
13
IN WITNESS WHEREOF, each of the Company, Sprint Capital, the Purchase
Contract Agent and the Remarketing Agent has caused this Agreement to be
executed in its name and on its behalf by one of its duly authorized signatories
as of the date first above written.
SPRINT CORPORATION,
By:_______________________
Name:
Title:
SPRINT CAPITAL CORPORATION,
By:________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
UBS WARBURG LLC
By:_______________________
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts
By:________________________
Name:
Title:
EXHIBIT A to
Remarketing Agreement
FORM OF SUPPLEMENTAL REMARKETING AGREEMENT
Supplemental Remarketing Agreement dated [___] among Sprint Corporation, a
Kansas corporation (the "Company"), Sprint Capital Corporation, a Delaware
corporation ("Sprint Capital"), [___] (the "Remarketing Agent"), and Bank One,
National Association, as Purchase Contract Agent and attorney-in-fact for the
Holders of the Purchase Contracts (as such terms are defined in the Purchase
Contract Agreement referred to in Schedule I hereto)
NOW, THEREFORE, for and in consideration of the covenants herein made, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used and not defined in this Agreement
-----------
shall have the meanings assigned to them in the Remarketing Agreement dated as
of August ___, 2001 (the "Remarketing Agreement") among the Company, Sprint
Capital, the Purchase Contract Agent and the Remarketing Agent or, if not
defined in the Remarketing Agreement, the meanings assigned to them in the
Purchase Contract Agreement (as defined in Schedule I hereto).
2. Registration Statement and Prospectus. [IF A REGISTRATION STATEMENT
-------------------------------------
(AS DEFINED IS REQUIRED; INSERT THE FOLLOWING:] The Company has filed with the
Securities and Exchange Commission (the "Commission") a registration statement,
including a prospectus, relating to the Notes (Commission file no. 333-[___]).
The registration statement as amended at the time it became effective, including
the information (if any) deemed to be part of the registration statement at the
time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as
amended (the "1933 Act"), is hereinafter referred to as the "Registration
Statement"; the prospectus included in such Registration Statement, as
supplemented to reflect the terms of the Notes and the terms of the offering of
the Notes, as first filed with the Commission pursuant to and in accordance with
Rule 424(b) under the 1933 Act, including all material incorporated by reference
therein, is hereinafter referred to as the "Prospectus". If the Company has
filed an abbreviated registration statement to register additional Securities
pursuant to Rule 462(b) under the 1933 Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall be deemed to include such Rule 462 Registration Statement. Any reference
herein to the Registration Statement, any preliminary prospectus 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
Securities Exchange Act of 1934, as amended (the "1934 Act"), on or before the
effective date of the Registration Statement or the issue date of such
preliminary prospectus or the Prospectus, as the case may be; and any reference
herein to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, any preliminary prospectus or the Prospectus shall be
deemed to refer to and include the filing of any document under the 1934 Act
after the effective date of the Registration Statement or the issue date of any
preliminary prospectus or the Prospectus, as the case may be, deemed to be
incorporated therein by reference. The Company has provided copies of the
Registration Statement and the Prospectus to the Remarketing Agent, and hereby
consents to the use of the Prospectus in connection with the remarketing of the
Securities.
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[IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT REQUIRED, INSERT THE
FOLLOWING: The Company has provided to the Remarketing Agent, for use in
connection with remarketing of the Securities (as such term is defined on
Schedule I hereto), a [preliminary remarketing memorandum and] remarketing
memorandum and [describe other materials, if any]. Such remarketing memorandum
(including the documents incorporated or deemed to be incorporated by reference
therein, [and] [describe other materials] are hereinafter called, collectively,
the "Remarketing Memorandum," [and such preliminary marketing memorandum
(including the documents incorporated or deemed to be incorporated by reference
therein) is hereinafter called a "preliminary remarketing memorandum")]. The
Company hereby consents to the use of the Remarking Memorandum [and the
preliminary remarking memorandum] in connection with the remarketing of the
Notes].
3. Provisions Incorporated by Reference.
------------------------------------
(a) Subject to Section 3(b), the provisions of the Underwriting
Agreement (other than Section 2, Section 3, Section 4, Section 7, Section 9 and
Section 10 thereof) are incorporated herein by reference, mutatis mutandis, and
the Company hereby makes the representations and warranties, and agrees to
comply with the covenants and obligations, set forth in the provisions of the
Underwriting Agreement incorporated by reference herein, as modified by the
provisions of Section 3(b) hereof.
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to the
"Underwriter" or "Underwriters" shall be deemed to refer to the Remarketing
Agent and all references to the "Representative" or the "Representatives" shall
be deemed to refer to [___] ("[___]"); (ii) all references therein to the
"Notes" shall be deemed to refer to the Notes as defined herein; (iii) all
references therein to the "Closing Date" shall be deemed to refer to the
Remarketing Closing Date specified in Schedule I hereto; (iv) all references
therein to the "Registration Statement" shall be deemed to refer to the
Registration Statement and the Prospectus, respectively, as defined herein; (v)
all references therein to this "Agreement," the "Underwriting Agreement,"
"hereof," "herein" and all references of similar import, shall be deemed to mean
and refer to this Supplemental Remarketing Agreement; (vi) all references
therein to "the date hereof," "the date of this Agreement" and all similar
references shall be deemed to refer to the date of this Supplemental Remarketing
Agreement; and (vii) [other required changes].]
4. Remarketing. Subject to the terms and conditions and in reliance upon
-----------
the representations and warranties herein set forth or incorporated by reference
herein and in the Remarketing Agreement, the Remarketing Agent agrees to use its
reasonable efforts to remarket, in the manner set forth in Section 2(b) of the
Remarketing Agreement, the aggregate principal amount, as the case may be, of
Notes set forth in Schedule I hereto at a purchase price not less than 100% of
the Minimum Remarketing Price. In connection therewith, the registered holder
or holders thereof agree, in the manner specified in Section 5 hereof, to pay to
the Remarketing Agent a Remarketing Fee equal to an amount not exceeding 25
basis points (0.25%) of the Minimum Remarketing Price payable by deduction from
any amount received in connection from such [Initial] [Subsequent] [Final]
Remarketing in excess of the Minimum Remarketing Price. The right of each holder
of Notes to have Notes tendered for purchase shall be limited to the extent set
forth in the last sentence of Section 2(b) of the Remarketing Agreement (which
is incorporated by reference herein). As more fully provided in Section 2(c) of
the Remarketing Agreement (which is
A-2
incorporated by reference herein), the Remarketing Agent is not obligated to
purchase any Notes in the remarketing or otherwise, and neither the Company,
Sprint Capital nor the Remarketing Agent shall be obligated in any case to
provide funds to make payment upon tender of Notes for remarketing.
5. Delivery and Payment. Delivery of payment for the remarketed Notes by
--------------------
the purchasers thereof identified by the Remarketing Agent and payment of the
Remarketing Fee shall be made on the Remarketing Closing Date at the location
and time specified in Schedule I hereto (or such later date not later than five
Business Days after such date as the Remarketing Agent shall designate), which
date and time may be postponed by agreement between the Remarketing Agent and
the Company. Delivery of the remarketed Notes and payment of the Remarketing Fee
shall be made to the Remarketing Agent against payment by the respective
purchasers of the remarketed Notes of the consideration therefor as specified
herein, which consideration shall be paid to the Collateral Agent for the
account of the persons entitled thereto by certified or official bank check or
checks drawn on or by a New York Clearing House bank and payable in immediately
available funds or in immediately available funds by wire transfer to an account
or accounts designated by the Collateral Agent.
If the Notes are not represented by a Global Security held by or on behalf
of The Depositary Trust Company, certificates for the Notes shall be registered
in such names and denominations as the Remarketing Agent may request not less
than one full Business Day in advance of the Remarketing Closing Date, and the
Company, the Collateral Agent and the registered holder or holders thereof agree
to have such certificates available for inspection, packaging and checking by
the Remarketing Agent in New York, New York not later than 1:00 p.m. on the
Business Day prior to the Remarketing Closing Date.
6. Notices. Unless otherwise specified, any notices, requests, consents
-------
or other communications given or made hereunder or pursuant hereto shall be made
in writing or transmitted by any standard form of telecommunication, including
telephone or telecopy, and confirmed in writing. All written notices and
confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to Sprint Corporation 0000 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxx
00000, U.S.A., Attention: Corporate Secretary (fax no. (000) 000-0000), and if
faxed, any such notice shall be confirmed in writing, with a copy to King &
Xxxxxxxx, 0000 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx
X. Xxxxxxx, Esq. (fax no. (000) 000-0000); if to the Remarketing Agent or Reset
Agent, to [___], Attention: [___]; and if to the Purchase Contract Agent, to
Bank One, National Association, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000,
Attention: Corporate Trust Department, or to such other address as any of the
above shall specify to the other in writing.
7. Conditions to Obligations of Remarketing Agent. Anything herein to the
----------------------------------------------
contrary notwithstanding, the parties hereto agree (and the holders and
beneficial owners of the Securities will be deemed to agree) that the
obligations of the Remarketing Agent under this Agreement and the Remarketing
Agreement are subject to the satisfaction of the conditions set forth in Section
7 of the Remarketing Agreement (which are incorporated herein by reference), and
to the
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satisfaction, on the Remarketing Closing Date, of the conditions incorporated by
reference herein from Section 5 of the Underwriting Agreement as modified by
Section 3(b) hereof (including, without limitation, the delivery of opinions of
counsel, officers' certificates and accountants' comfort letters in form and
substance satisfactory to the Remarketing Agent, the accuracy as of the
Remarketing Closing Date of the representations and warranties of the Company
included and incorporated by reference herein and the performance by the Company
of its obligations under the Remarketing Agreement and this Agreement as and
when required hereby and thereby). In addition, anything herein or in the
Remarketing Agreement to the contrary notwithstanding, the Remarketing Agreement
and this Agreement may be terminated by the Remarketing Agent, by notice to the
Company at any time prior to the time of settlement on the Remarketing Closing
Date, if any of the events or conditions set forth in Section 9 of the
Underwriting Agreement, as modified by Section 3(b) hereof, shall have occurred
or shall exist.
8. Indemnity and Contribution. Anything herein to the contrary
--------------------------
notwithstanding, the Remarketing Agent shall be entitled to indemnity and
contribution on the terms and conditions set forth in Section 9 of the
Underwriting Agreement as modified by the provisions of Section 3(b) hereof.
A-4
EXHIBIT A to
Remarketing Agreement
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 the Remarketing Agent.
Very truly yours,
SPRINT CORPORATION
By:______________________
Name:
Title:
SPRINT CAPITAL CORPORATION
By:_______________________
Name:
Title:
CONFIRMED AND ACCEPTED:
[Remarketing Agent]
By:________________________
Name:
Title:
[Add other Remarketing Agents, if any]
BANK ONE, NATIONAL ASSOCIATION
as Purchase Contract Agent and
as attorney-in-fact for the holders of
the Purchase Contracts
By:_________________________
Name:
Title:
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SCHEDULE I
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