Exhibit 99
SPRINT CAPITAL CORPORATION
AND
SPRINT CORPORATION
TO
BANK ONE, N.A.
Trustee
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Second Supplemental Indenture
Dated as of October 15, 2001
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SUPPLEMENTAL TO
INDENTURE
Dated as of October 1, 1998
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:
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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
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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.
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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
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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
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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
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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
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