CREDIT AGREEMENT Dated as of , 2006 Among EMBARQ CORPORATION as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A. as Syndication Agent BANK OF AMERICA, N.A. DEUTSCHE BANK...Credit Agreement • May 9th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • New York
EMBARQ CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
Underwriting AgreementUnderwriting Agreement • May 9th, 2006 • Embarq CORP • Telephone communications (no radiotelephone)
Sprint Capital Corporation, a Delaware corporation (the “Selling Noteholder”), a wholly owned subsidiary of Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) (x) an aggregate of $ principal amount of % Notes due 2013 (“2013 Notes”) of Embarq Corporation, a Delaware corporation (the “Company”), (y) an aggregate of $ principal amount of %
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS AGREEMENT is made as of this day of May, 2006, between Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), and (the “Indemnitee”).
