EXHIBIT 4.2
(FORM OF FACE OF SECURITY)
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
security registered, and no Transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.
Unless this certificate is presented by an authorized representative of the
depository trust company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. Or in such other name as is requested by
an authorized representative of DTC (and any payment made to Cede & Co. Or to
such other entity as is requested by an authorized representative of DTC), any
transfer, pledge, or other use hereof for value or otherwise by or to any person
is wrongful inasmuch as the registered owner hereof, Cede & Co., Has an interest
herein.
SPRINT CAPITAL CORPORATION
6.0% Notes due 2007
CUSIP No. __________
ISIN US __________
Common Code __________
No. ___ $______________
Sprint Capital Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ______________ Million Dollars on January 15, 2007 and to pay
interest thereon from November 2, 2001, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
January 15 and July 15 in each year, commencing January 15, 2002, at the rate of
6.0% per annum, until the principal hereof is paid or made available for
payment, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 7.0% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the December 31 or
June 30 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, New York City, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, neither this Security nor the Guarantee
endorsed hereon shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
SPRINT CAPITAL CORPORATION
By:
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Dennis C. Piper
Vice President and Treasurer
Attest:
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Michael T. Hyde
Assistant Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: _________ __, 200_
BANK ONE, N.A.,
As Trustee
By:
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Authorized Signature
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(FORM OF REVERSE OF SECURITY)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1998 (the "Original
Indenture"), among the Company, Sprint Corporation, a Kansas corporation (herein
called the "Guarantor"), as Guarantor, and Bank One, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), as supplemented by a First Supplemental Indenture, dated as of
January 15, 1999 (the "First Supplemental Indenture"), and as further
supplemented by a Second Supplemental Indenture, dated as of October 15, 2001
(the "Second Supplemental Indenture" and, together with the First Supplemental
Indenture and the Original Indenture, the "Indenture", which term shall have the
meaning assigned to it in such instrument), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof initially limited in aggregate principal amount to
$1,750,000,000.
The Securities of this series are subject to redemption upon not less than
30 days' notice, but not more than 60 days' notice, by mail, as a whole or in
part, at the election of the Company, at any time or from time to time, at the
following Redemption Price:
The greater of (1) 100% of the principal amount of the Securities to be
redeemed or (2) the sum of the present values of the Remaining Scheduled
Payments discounted, on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months), at a rate equal to the sum of the Treasury Rate and 20
basis points. In the case of each of clause (1) and (2), accrued interest will
be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities of this series that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any
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redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Banc of America Securities LLC,
Lehman Brothers Inc., and three other primary U.S. Government securities dealers
(each a "Primary Treasury Dealer") selected by the Company and their respective
successors. If any of the foregoing shall cease to be a Primary Treasury Dealer,
the Company shall substitute another nationally recognized investment banking
firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Security of this
series to he redeemed, the remaining scheduled payments of principal of and
interest on such Security that would be due after the related redemption date
but for such redemption. If such redemption date is not an interest payment date
with respect to such Security, the amount of the next succeeding scheduled
interest payment on such Security will be reduced by the amount of interest
accrued on such Security to such redemption date.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture provides that each Holder of a Security is entitled to the
benefits of a Guarantee by the Guarantor of the timely payment of the principal
of, premium, if any, and interest on the Security. The Guarantee endorsed hereon
is an integral part of this Security. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company, the Guarantor and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company and
the Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
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As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligations of the Company and the
Guarantor, which are absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Holder of this Security is entitled to the benefits of the Registration
Rights Agreement, dated as of November 2, 2001, among the Company, the Guarantor
and the Initial Purchasers named therein (the "Registration Rights Agreement").
If (i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement (as such terms are defined in the Registration Rights
Agreement), as the case may be, is filed with the Securities and Exchange
Commission on or prior to the date which is 90 days following the date of the
original issuance of the Securities, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is not
declared effective within 210 days after the original issuance of the
Securities, (iii) if the Exchange Offer Registration Statement is declared
effective, the Registered Exchange Offer (as such term is defined in the
Registration Rights Agreement) is not consummated on or prior to 270 days after
the date of the original issuance of Securities or (iv) the applicable
Registration Statement (as such term is defined in the Registration Rights
Agreement) is filed and declared effective but shall thereafter cease to be
effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being again effective within 30 days or being
succeeded within 30 days by an additional Registration Statement filed and
declared effective (each such event referred to in clauses (i) through (iv) , a
"Registration Default"), the Company shall be obligated to pay additional
interest ("Additional Interest") to each Holder of Securities, during the period
of one or more such Registration Defaults, at a rate
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of 0.25% per annum on the applicable principal amount of Securities held by such
Holder until all Registration Defaults have been cured. Such obligation to pay
Additional Interest shall survive until (i) the applicable Registration
Statement is filed, (ii) the Exchange Offer Registration Statement is declared
effective or the Registered Exchange Offer is consummated with respect to all
properly tendered Securities, (iii) the Shelf Registration Statement is declared
effective or (iv) the applicable Registration Statement again becomes effective
(or is superseded by another effective Registration Statement), as the case may
be. At any time that all Registration Defaults have been cured, the accrual of
Additional Interest will cease.
The Company shall notify the Trustee and the paying agent under the
Indenture immediately upon the happening of each and every Registration Default.
The Company shall pay the Additional Interest due on the Securities by
depositing with the paying agent (which may not be the Company for these
purposes), in trust, for the benefit of the Holders thereof, prior to 10:00
a.m., New York City time, on the next applicable interest payment date specified
by the Indenture and the Securities, sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable on each
applicable interest payment date specified by the Indenture and the Securities
to the record holder entitled to receive the interest payment to be made on such
date. Each obligation to pay Additional Interest shall be deemed to accrue from
and including the date of the applicable Registration Default.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Guarantor or the Trustee nor any such agent shall be
affected by notice to the contrary.
So long as the Securities are represented by Global Securities and such
Global Securities are held on behalf of a clearing system, notices to Holders of
the Securities may be given by delivery of the relevant notice to that clearing
system for communication by it to beneficial Holders of the Securities.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Note shall be governed by the laws of the State of New York.
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GUARANTEE OF SPRINT CORPORATION
FOR VALUE RECEIVED, Sprint Corporation, a corporation duly organized and
existing under the laws of the State of Kansas (the "Guarantor"), hereby fully
and unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed the due and punctual payment of the principal of, premium,
if any, and interest (including interest on any overdue principal and on an
overdue installment of interest) on said Security, when and as the same shall
become due and payable, whether at maturity, by acceleration or redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein.
The Guarantor agrees to determine, at least one business day prior to the
date upon which a payment of principal of, or premium, if any, or interest on
said Security is due and payable, whether the Company has available the funds to
make such payment as the same shall become due and payable. In case of the
failure of the Company punctually to pay any such principal, premium, if any, or
interest, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity or otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be unconditional, irrevocable, and
absolute, irrespective of the validity, regularity, or enforceability of said
Security or the Indenture, the absence of any action to enforce the same, any
waiver, modification, consent or indulgence by the Holder of said Security or
the Trustee with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company or any action to enforce the same, or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. The Guarantor hereby waives diligence, presentment,
notice of non-payment, demand of payment, any right to require a proceeding
first against the Company, filing of claims with a court in the event of merger,
insolvency or bankruptcy of the Company, protest or notice with respect to the
Security upon which this Guarantee is endorsed or indebtedness evidenced thereby
and all notices and demands to the Company or the Guarantor whatsoever and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in said Security and this Guarantee. In
the event of a default in the payment of principal of, premium, if any, or
interest on said Security, the Holder of said Security may institute legal
proceedings directly against the Guarantor to enforce this Guarantee without
first proceeding against the Company.
The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the Holders of all of the Securities
then Outstanding, be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation until the principal of, premium, if
any, and interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with the Indenture.
Notwithstanding anything to the contrary contained herein, if following any
payment of principal, premium, if any or interest by the Company on said
Security to the Holder of the
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Security it is determined by a final decision of a court of competent
jurisdiction that such payment shall be avoided by a trustee in bankruptcy
(including any debtor-in-possession) as a preference under 11 U. S. C. Section
547 (or any successor statute) and such payment is paid by such Holder to such
trustee in bankruptcy, then and to the extent of such repayment the obligations
of the Guarantor hereunder shall remain in full force and effect.
This Guarantee ranks equally with all other unsecured and unsubordinated
obligations of the Guarantor. This Guarantee will remain in full force and
effect until the principal of, premium, if any, and interest on the Security
have been fully paid. As provided in the Indenture, the Guarantor may under
certain circumstances assume all rights and obligations of the Company under the
Indenture with respect to the Security.
This Guarantee shall not be valid or become obligatory for any purpose with
respect to the Security upon which it is endorsed until the certificate of
authentication on said Security shall have been signed by the manual signature
of the Trustee.
This Guarantee shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal.
SPRINT CORPORATION
By:
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Attest:
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