Exhibit 4(h)
EXECUTION COPY
, dated as of August 10, 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 national banking
corporation, 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 $1,500,000,000 (or $1,725,000,000 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 60,000,000 (or
69,000,000 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 $1,500,000,000 (or $1,725,000,000 if the
Underwriters' overallotment option is exercised in full) aggregate principal
amount of its 6.00% 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 the 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") on or 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
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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 PCS Stock Redemption, the Notes of the Note
holders electing to have their Notes remarketed and of the Corporate Unit
holders will be remarketed by the Remarketing Agent on the third Business Day
immediately preceding the date of the PCS Stock Redemption and any such
remarketing will be on the same terms as the Final Remarketing and, if effected,
shall be the "Final Remarketing" for all purposes under this Agreement; and
WHEREAS, in the event of a Successful Remarketing on or 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 (including a
successful remarketing on the third Business Day immediately preceding the date
of any PCS Stock Redemption), 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.
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Section 2. Appointment and Obligations of Remarketing Agent.
(a) The Company hereby appoints UBS Warburg LLC and UBS Warburg LLC
hereby accepts such appointment, subject to the conditions set forth herein, (i)
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, 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 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, for settlement on the third Business Day thereafter.
(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
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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 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.
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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.
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.
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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.
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 one Business Day prior to the date of such remarketing
(or such earlier date as the Remarketing Agent may reasonably request or as
otherwise agreed upon by the Remarketing Agent and the Company) 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 (in either case, the "Prospectus") 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 (or such other date agreed
upon by the Remarketing Agent and the Company) 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"). 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
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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 Terms 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 date 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 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 Event of Default or event has been cured. The Company will
promptly give the Remarketing Agent written notice of all such Events of Default
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
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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 as to whether or not there is any
such limitation and, if so, the maximum permissible Reset Rate. Neither the
Remarketing Agent nor 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, or any person controlling the Remarketing Agent or the
Reset Agent, as applicable, from whom the person asserting any such losses,
claims, damages or liabilities purchased Notes 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
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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 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
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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 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.
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(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 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. Assignment of Agreement.
(a) In the event that the Company is entering into a Spin- Off
Transaction to which Section 5.8(c) of the Purchase Contract Agreement applies,
the Company may assign its rights and obligations under this Agreement to any
Person that, at the time of or immediately before the effective date of such
assignment, is an Affiliate of the Company, provided (i) such Person is a
corporation organized under the laws of the United States of America or a State
thereof or the District of Columbia and such Person shall expressly assume all
the obligations of the Company under this Agreement and (ii) such Person is not,
immediately after such assignment, in default of its payment obligations or
other material obligations under this Agreement.
(b) The Company shall provide Note holders with no less than 30 days
prior written notice of any Spin-Off Transaction to which Section 5.8(c) of the
Purchase Contract Agreement applies and its intent to assign this Agreement to
an Affiliate pursuant to this Section 11.
Section 12. 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.
11
Section 13. 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, Sprint Capital or the Purchase Contract
Agent, and shall survive the remarketing of the Notes.
Section 14. Successors and Assigns. Subject to Section 11, 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. 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 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 15. 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 16. 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
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Supplemental Remarketing Agreement, as the case may be, invalid, inoperative or
unenforceable to any extent whatsoever.
Section 17. 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 18. 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 19. 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 UBS Warburg LLC, 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Legal Department (fax no. (000) 000-0000); 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.
Section 20. 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.
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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: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President - Finance
and Assistant Treasurer
SPRINT CAPITAL CORPORATION,
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
CONFIRMED AND ACCEPTED:
UBS WARBURG LLC
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Executive Director
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Director
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: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Authorized Signer
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 10, 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 Samend," "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
"Closing Date" shall be deemed to refer to the Remarketing Closing Date
specified in Schedule I hereto; (iii) all references therein to the
"Registration Statement" shall be deemed to refer to the Registration Statement
and the Prospectus, respectively, as defined herein; (iv) 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; and (v) 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.
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
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Agreement (which is 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 satisfaction, on the Remarketing Closing Date, of the conditions
incorporated by reference herein
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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 10 of the
Remarketing Agreement as modified by the provisions of Section 3(b) hereof.
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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
Purchase Contract Agreement means the Purchase Contract Agreement dated as
of August 10, 2001, between Sprint Corporation and Bank One, National
Association.
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