Sprint Corp – ‘8-K’ for 10/17/01 – EX-99

On:  Monday, 10/29/01   ·   For:  10/17/01   ·   Accession #:  101830-1-500030   ·   File #:  1-04721

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Third Quarter Results/Terminate Ion Efforts           22    103K 
 2: EX-12       Combined Fixed Charges and Pref. Stock Div.            3±    13K 
 3: EX-99       Second Supp. Ind. Sprint Cap/Bank One                  8     27K 

EX-99   —   Second Supp. Ind. Sprint Cap/Bank One

EX-99
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                                                  Exhibit 99

SPRINT CAPITAL CORPORATION                
AND               
SPRINT CORPORATION                

TO                

BANK ONE, N.A.              
Trustee     

---------------------               

Second Supplemental Indenture               
Dated as of October 15, 2001                

----------------------                

SUPPLEMENTAL TO               
INDENTURE               

Dated as of October 1, 1998               

EX-99
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   SECOND SUPPLEMENTAL INDENTURE, dated as of October 15, 2001, among SPRINT
CAPITAL CORPORATION, a Delaware corporation (herein called the "Company"),      
having its principal office at 2330 Shawnee Mission Parkway, Westwood, Kansas,  
SPRINT CORPORATION, a Kansas corporation (herein called the "Guarantor"), having
its principal office at 2330 Shawnee Mission Parkway, Westwood, Kansas, and Bank
One, N.A., a national banking association, as Trustee (herein called the        
"Trustee").                                                                     

RECITALS OF THE COMPANY AND THE GUARANTOR               

WHEREAS, the Company and the Guarantor have heretofore executed and 
delivered to the Trustee an Indenture, dated as of October 1, 1998 (the         
"Original Indenture"), providing for the issuance from time to time of the      
Company's unsecured debentures, notes or other evidences of indebtedness (herein
and therein called the "Securities"), to be issued in one or more series as in  
the Original Indenture provided; and                                            

WHEREAS, the Company and the Guarantor have heretofore executed and 
delivered to the Trustee a First Supplemental Indenture, dated as of January 15,
1999 (the "First Supplemental Indenture" and, together with the Original        
Indenture, the "Indenture") amending Article VIII of the Original Indenture; and

    WHEREAS, Section 901(5) of the Indenture provides that the Company, when
authorized by or pursuant to a Board Resolution, the Guarantor, when authorized 
by or pursuant to a Board Resolution, and the Trustee, at any time and from time
to time, may enter into an indenture supplemental to the Indenture for the      
purpose of adding, changing or eliminating any provision of the Indenture in    
respect of one or more series of Securities, provided that any such addition,   
change or elimination (1) shall neither apply to any Security of any series     
created prior to the execution of such supplemental indenture and entitled to   
the benefit of such provision nor modify the rights of the Holder of any such   
Security with respect to such provision or (2) shall become effective only when 
there is no Security Outstanding; and                                           

WHEREAS, the Company and the Guarantor, pursuant to the foregoing   
authority, propose in and by this Second Supplemental Indenture to amend the    
Indenture in certain respects, such amendment to be effective for Securities of 
any series created on or after the date of this Second Supplemental Indenture;  
and                                                                             

      WHEREAS, all things necessary to make this Second Supplemental Indenture
a valid agreement of the Company and the Guarantor, in accordance with its      
terms, have been done.                                                          

AGREEMENT               

    NOW, THEREFORE, the Company, the Guarantor and the Trustee hereby agree as
follows:                                                                        

    1. The Indenture is hereby amended by deleting Article VIII, Section 801
thereof in its entirety and inserting in lieu thereof a new Article VIII,       
Section 801 as follows:                                                         

 2

EX-99
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Section  801.   Company or Guarantor May Consolidate,  Etc., Only on  
Certain Terms.                                                                  

    Neither the Company nor the Guarantor shall consolidate with or merge into
any other Person or convey, transfer or lease all or substantially all its      
properties and assets in any one transaction or series of transactions, and     
neither the Company nor the Guarantor shall permit any Person to consolidate    
with or merge into the Company or the Guarantor or convey, transfer or lease all
or substantially all its properties and assets in any one transaction or series 
of transactions to the Company or the Guarantor, unless:                        

        (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease all or substantially all its properties
 and assets in any one transaction or series of transactions, the Person
 formed by such consolidation or into which the Company is merged or the
  Person which acquires by conveyance or transfer, or which leases, all or
substantially all the properties and assets of the Company in any one 
   transaction or series of transactions shall be a corporation, partnership
 or trust, shall be organized and validly existing under the laws of the
     United States of America, any State thereof or the District of Columbia and
   shall expressly assume, by an indenture supplemental hereto, executed and
    delivered to the Trustee, in form satisfactory to the Trustee, the due and
  punctual payment of the principal of and any premium and interest on all
    the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed.     

          (2) in case the Guarantor shall consolidate with or merge into another
     Person or convey, transfer or lease all or substantially all its properties
 and assets in any one transaction or series of transactions, the Person
   formed by such consolidation or into which the Guarantor is merged or the
  Person which acquires by conveyance or transfer, or which leases, all or
 substantially all the properties and assets of the Guarantor in any one
   transaction or series of transactions shall be a corporation, partnership
    or trust, and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the Trustee,
   all obligations under the Guarantees and the performance or observance of
every covenant of this Indenture on the part of the Guarantor to be   
performed or observed;                                                

        (3) immediately after giving effect to such transaction and treating
    any indebtedness which becomes an obligation of the Company, the Guarantor
   or any Subsidiary as a result of such transaction as having been incurred
by the Company, the Guarantor or such Subsidiary at the time of such  
     transaction, no Event of Default, and no event which, after notice or lapse
    of time or both, would become an Event of Default, shall have happened and
be continuing;                                                        

   (4) if, as a result of any such consolidation or merger or such
   conveyance, transfer or lease, properties or assets of the Company or the
    Guarantor, as the case may be, would become subject to a mortgage, pledge,
   lien, security interest or other encumbrance which would not be permitted
by this Indenture, the Company, the                                   

 3

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 Guarantor or such successor Person, as the case may be, shall take such
 steps as shall be necessary effectively to secure the Securities or the
    Guarantees, as the case may be, equally and ratably with (or prior to) all
indebtedness secured thereby; and                                     

          (5) the Company or the Guarantor, as the case may be, has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each  
     stating that such consolidation, merger, conveyance, transfer or lease and,
if a supplemental indenture is required in connection with such       
    transaction, such supplemental indenture comply with this Article and that
   all conditions precedent herein provided for relating to such transaction
have been complied with.                                              

* * *               

    2. All provisions of this Second Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as    
supplemented by this Second Supplemental Indenture, shall be read, taken and    
construed as one and the same instrument.                                       

     3. The Trustee accepts the trusts created by the Indenture, as supplemented
by this Second Supplement Indenture, and agrees to perform the same upon the    
terms and conditions in the Indenture, as supplemented by this Second           
Supplemental Indenture, set forth, and upon the following terms and conditions: 

               The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Second 
        Supplemental Indenture or the due execution hereof by the Company or
        the Guarantor or for or in respect of the recitals contained herein,
   all of which recitals are made by the Company and the Guarantor
      solely. In general, each and every term and condition contained in
       Article VI of the Indenture shall apply to this Second Supplemental
       Indenture with the same force and effect as if the same were herein
        set forth in full, with such omissions, variations and modifications
         thereof as may be appropriate to make the same conform to this Second
Supplemental Indenture.                                     

4. The amendments to the Indenture made by Section 1 hereof shall have
effect with respect to the Securities of all series created under the Indenture 
after the date hereof.                                                          

5. All capitalized terms used and not defined herein shall have the   
respective meanings assigned to them in the Indenture.                          

6. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, 
but all such counterparts shall together constitute but one and the same        
instrument.                                                                     

4         

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be       
hereunto affixed and attested, all as of the date first above written.          

      SPRINT CAPITAL CORPORATION

By    /s/ Tom Gerke 
          Name:  Thomas A. Gerke
            Title:    Vice President
[Corporate Seal]                                                                

Attest:                                                                         

/s/ Michael T. Hyde                                                         
Name:  Michael T. Hyde                                                          
Title:   Assistant Secretary                                                    

SPRINT CORPORATION  

By    /s/ Tom Gerke 
          Name:  Thomas A. Gerke
            Title:    Vice President
[Corporate Seal]                                                                

Attest:                                                                         

/s/ Michael T. Hyde                                                         
Name: Michael T. Hyde                                                           
Title:  Assistant Secretary                                                     

5         

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      BANK ONE, N.A., as Trustee

 By  /s/ David B. Knox
          Name:  David B. Knox
               Title:  Authorized Signer

[Corporate Seal]                                                                

Attest:                                                                         

/s/ John J. Rothrock                                                        
Name:  John J. Rothrock                                                         
Title:  Authorized Signer                                                       

6         

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STATE OF KANSAS     )                                                           
) SS.:                                  
COUNTY OF JOHNSON   )                                                           

On the 24th day of October, 2001, before me personally came Thomas A. 
Gerke, to me known, who, being by me duly sworn, did depose and say that he is  
Vice President of Sprint Capital Corporation, one of the corporations described 
in and which executed the foregoing instrument; that he knows the seal of said  
corporation; that the seal affixed to said instrument is such corporate seal;   
that it was so affixed by authority of the Board of Directors of said           
corporation; and that he signed his name thereto by like authority.             

     /s/ Johanna Dickman
                      My Commission Expires:  Feb. 7, 2005

STATE OF KANSAS     )                                                           
) SS.:                                  
COUNTY OF JOHNSON   )                                                           

On the 24th day of October, 2001, before me personally came Thomas A. 
Gerke, to me known, who, being by me duly sworn, did depose and say that he is  
Vice President of Sprint Corporation, one of the corporations described in and  
which executed the foregoing instrument; that he knows the seal of said         
corporation; that the seal affixed to said instrument is such corporate seal;   
that it was so affixed by authority of the Board of Directors of said           
corporation; and that he signed his name thereto by like authority.             

/s/ Johanna Dickman 
                My Commission Expires:  Feb. 7, 2005

7         

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STATE OF OHIO       )                                                           
) SS.:                                  
COUNTY OF FRANKLIN  )                                                           

    On the 25th day of October, 2001, before me personally came David B. Knox,
to me known, who, being by me duly sworn, did depose and say that he is an      
Authorized Signer of Bank One, N.A., one of the corporations described in and   
which executed the foregoing instrument; that he knows the seal of said         
corporation; that the seal affixed to said instrument is such corporate seal;   
that it was so affixed by authority of the Board of Directors of said           
corporation; and that he signed his name thereto by like authority.             

/s/ Donna J. Parisi 
                 My Commission Expires:  Feb. 28, 2005

8                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		2/28/05		8					4
		2/7/05		7
Filed on:		10/29/01
For Period End:		10/17/01							8-K/A
		10/15/01		1		2
		1/15/99		2
		10/1/98		1		2			S-4
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