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.
SPRINT NEXTEL
CORPORATION
CUSIP NO. 852061AF7
ISIN NO. US852061AF78
SPRINT NEXTEL
CORPORATION, a corporation duly organized and existing under the
laws of Kansas (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
[
] Dollars on August 15, 2017, and to pay interest
thereon from August 13, 2009, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on February 15 and August 15 in each year,
commencing February 15, 2010, at the rate of 8.375% 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 8.375% 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. If any Interest
Payment Date or the Maturity of this Security falls on a day that
is not a Business Day, the required payment shall be made on the
next Business Day as if it were made on the date the payment was
due and no interest shall accrue on the amount so payable for the
period from and after the Interest Payment Date or the Maturity of
this Security, as the case may be, until the next Business Day. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date (or the next Business Day, as applicable)
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 February 1 or August 1 (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.
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.
- 1 -
Unless the
certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
- 2 -
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated: August
[__] , 2009
|
|
|
|
|
|
|
|
|
|
|
SPRINT NEXTEL
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
- 3 -
This is one of the
Securities of the series designated therein referred to in the
within-mentioned Indenture.
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF NEW
YORK MELLON
|
|
|
|
|
|
TRUST COMPANY,
N.A., as Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Authorized Signatory
|
|
|
- 4 -
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, and entitled to the benefits
of, an Indenture, dated as of November 20, 2006 (as amended
and supplemented by that certain resolution of the Pricing
Committee of the Financing Committee of the Company’s Board
of Directors, dated August 10, 2009, herein called the “
Indenture ” which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New
York Mellon Trust Company, N.A., as Trustee (herein called the
“ Trustee ,” which term includes any successor
trustee under the Indenture), to which Indenture reference is
hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, 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.
The Company may
redeem the Securities of this series at any time and from time to
time, as a whole or in part, at the Company’s option, on at
least 30 days, but not more than 60 days, prior notice
mailed to the registered address of each Holder of the Securities
of this series to be redeemed, at a redemption price equal to the
greater of:
(1) 100% of the
principal amount of the Securities of this series to be redeemed;
and
(2) the sum of the
present values of the Remaining Scheduled Payments, discounted to
the Redemption Date, on a semi-annual basis, assuming a 360-day
year consisting of twelve 30 day months, at the Treasury Rate, plus
50 basis points;
plus, in each
case, accrued interest to the Redemption Date that has not been
paid (such redemption price, the “ Redemption Price
”).
“
Comparable Treasury Issue ” means, with respect to the
Securities of this series, the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“ Remaining Life
”) 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 Life of the Securities of this
series.
“
Comparable Treasury Price ” means, with respect to any
Redemption Date for the Securities of this series: (1) the
average of four Reference Treasury Dealer Quotations for that
Redemption Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations; or (2) if the Trustee is
provided with fewer than four Reference Treasury Dealer Quotations,
the average of all quotations provided to the Trustee.
“
Independent Investment Banker ” means one of the
Reference Treasury Dealers, to be appointed by the
Company.
“
Reference Treasury Dealer ” means each of J.P. Morgan
Securities Inc., Citigroup Global Markets Inc. and Wells Fargo
Securities, LLC, and their successors, and one other firm that is a
primary U.S. Government securities dealer (each a “
Primary Treasury Dealer ”) which the Company specifies
from time to time; provided , however , that if any
of them ceases to be a Primary Treasury Dealer, the Company will
substitute another Primary Treasury Dealer.
- 5 -
“
Reference Treasury Dealer Quotations ” means, with
respect to each Reference Treasury Dealer and any Redemption Date,
the average 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 3:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
“
Remaining Scheduled Payments ” means, with respect to
each Security of this series to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon
that would be due after the related Redemption Date but for such
redemption; provided , however , that, if such
Redemption Date is not an Interest Payment Date with respect to
such Security, the amount of the next succeeding scheduled interest
payment thereon will be deemed to be reduced by the amount of
interest accrued thereon to such Redemption Date.
“
Treasury Rate ” means, with respect to any Redemption
Date for the Securities of this series: (1) the yield, under
the heading which represents the average for the immediately
preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury debt securities
adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue; provided , however , that
if no maturity is within three months before or after the Maturity
of the Securities, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or
extrapolated from those yields on a straight line basis, rounding
to the nearest month; or (2) if that release, or any successor
release, is not published during the week preceding the calculation
date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.
The Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date.
On and after the
Redemption Date, interest will cease to accrue on the Securities of
this series or any portion thereof called for redemption, unless
the Company defaults in the payment of the Redemption
Price.
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.
If a Change of
Control Triggering Event occurs with respect to the Securities of
this series, each Holder of Securities of this series shall have
the right to require the Company to repurchase all or any part,
equal to $2,000 or an integr
|