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SPRINT NEXTEL CORPORATION 8.375% NOTES DUE 2017

Promissory Note

SPRINT NEXTEL CORPORATION 

8.375% NOTES DUE 2017 | Document Parties: BANK OF NEW YORK MELLON | SPRINT NEXTEL CORPORATION You are currently viewing:
This Promissory Note involves

BANK OF NEW YORK MELLON | SPRINT NEXTEL CORPORATION

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Title: SPRINT NEXTEL CORPORATION 8.375% NOTES DUE 2017
Governing Law: New York     Date: 8/11/2009
Industry: Communications Services     Sector: Services

SPRINT NEXTEL CORPORATION 

8.375% NOTES DUE 2017, Parties: bank of new york mellon , sprint nextel corporation
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Exhibit 4.01

[FORM OF NOTE]

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

8.375% NOTES DUE 2017

CUSIP NO. 852061AF7
ISIN NO. US852061AF78

 

 

 

 

No. [       ]

 

$ [                      ]

     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.

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     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.

* * * * * *

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     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:

 

 

 

 

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     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

 

 

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     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.

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     “ 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


 
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