-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CV6NmYD3ZMYtZJ6IUc62joGijstf2aPC+i3F/hQe4Z2ThxAbOUu/PosR159g8GDU aqCG0Y+FJv5yIszXqRaBow== 0000101830-95-000027.txt : 19950414 0000101830-95-000027.hdr.sgml : 19950406 ACCESSION NUMBER: 0000101830-95-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950405 SROS: MSE SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA ONLINE INC CENTRAL INDEX KEY: 0000883780 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541322110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42501 FILM NUMBER: 95527016 BUSINESS ADDRESS: STREET 1: 8619 WESTWOOD CENTER DR STREET 2: C/O LENNERT J LEADER CFO CITY: VIENNA STATE: VA ZIP: 22182-2285 BUSINESS PHONE: 7034488700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 SC 13D/A 1 SCHEDULE 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) AMERICA ONLINE, INC. (Name of Issuer) Common Stock (par value $0.01 per share) (Title of Class of Securities) 00002364J1 (CUSIP Number) Don A. Jensen, Vice President and Secretary Sprint Corporation P.O. Box 11315 Kansas City, Missouri 64112 (913) 624-3326 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ].
SCHEDULE 13D CUSIP NO. 00002364J1 1) Names of Reporting Persons Sprint Communications S.S. or I.R.S. Identification Company L.P. Nos. of Above Persons 43-1408007 2) Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] 3) SEC Use Only 4) Source of Funds OO 5) Check Box if Disclosure of [ ] Legal Proceedings is Required Pursuant to Items 2(d) and 2(e) 6) Citizenship or Place of Delaware Organization Number of shares beneficially owned by each person with: 7) Sole Voting Power 8) Shared Voting Power 900,000 9) Sole Dispositive Power 10) Shared Dispositive Power 900,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 900,000 12) Check Box if the Aggregate Amount in Row (11) Excluded [ ] Certain Shares 13) Percent of Class Represented 5.1% in Row (11) 14) Type of Reporting Person PN
SCHEDULE 13D CUSIP NO. 00002364J1 1) Names of Reporting Persons Sprint Corporation S.S. or I.R.S. Identification 48-0457967 Nos. of Above Persons 2) Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] 3) SEC Use Only 4) Source of Funds OO 5) Check Box if Disclosure of [ ] Legal Proceedings is Required Pursuant to Items 2(d) and 2(e) 6) Citizenship or Place of Kansas Organization Number of shares beneficially owned by each person with: 7) Sole Voting Power 8) Shared Voting Power 900,000 9) Sole Dispositive Power 10) Shared Dispositive Power 900,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 900,000 12) Check Box if the Aggregate Amount in Row (11) Excluded [ ] Certain Shares 13) Percent of Class Represented 5.1% in Row (11) 14) Type of Reporting Person HC CO
SCHEDULE 13D CUSIP NO. 00002364J1 1) Names of Reporting Persons US Telecom, Inc. S.S. or I.R.S. Identification 48-0934012 Nos. of Above Persons 2) Check the Appropriate Box if (a) [ ] a Member of a Group (b) [X] 3) SEC Use Only 4) Source of Funds OO 5) Check Box if Disclosure of [ ] Legal Proceedings is Required Pursuant to Items 2(d) and 2(e) 6) Citizenship or Place of Kansas Organization Number of shares beneficially owned by each person with: 7) Sole Voting Power 8) Shared Voting Power 900,000 9) Sole Dispositive Power 10) Shared Dispositive Power 900,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 900,000 12) Check Box if the Aggregate Amount in Row (11) Excluded [ ] Certain Shares 13) Percent of Class Represented 5.1% in Row (11) 14) Type of Reporting Person HC CO
This Amendment No. 2 (the "Amendment") amends the Statement on Schedule 13D dated May 14, 1993 (the "Original 13D"), as amended March 21, 1995 ("Amendment No. 1") (the Original 13D and Amendment No. 1 are collectively referred to herein as the "13D"), filed by Sprint Communications Company L.P. ("Sprint L.P."), US Telecom, Inc. ("US Telecom") and Sprint Corporation ("Sprint") with respect to the Common Stock of America Online, Inc. Certain capitalized terms used herein and not defined in this Amendment have the meanings ascribed to them in the 13D and the Confirmation (as hereinafter defined). Each of Sprint L.P., US Telecom and Sprint has executed a Joint Filing Agreement consenting to the joint filing by them of this Amendment. Such Joint Filing Agreement is filed as Exhibit A to this Amendment and is incorporated herein by reference. Item 4. Purpose of Transaction. Sprint L.P. entered into the Master Agreement, the Schedule and the Confirmation (each as defined in Item 6 hereof) with Morgan Guaranty Trust Company of New York ("Bank"), the purpose of which is to hedge certain investment risks associated with Sprint L.P.'s rights under the Warrant. Pursuant to the terms of the Confirmation, Sprint L.P. entered into a matched set of put and call hedge transactions (the "Transactions"), to be settled in cash, based on the price performance of the Common Stock. The Transactions do not obligate Sprint L.P. or the Bank to purchase or sell Common Stock. Sprint L.P. continuously reevaluates its intentions with respect to its beneficial interest in the Common Stock and may exercise the Warrant at any time. Sprint L.P. may retain or dispose of some or all of any shares of Common Stock that it acquires (either pursuant to the Warrant or otherwise). Sprint L.P.'s decision on whether or not to exercise the Warrant, or retain or dispose of the Common Stock, will depend on a variety of factors, including, without limitation, the market price of the Common Stock, other potential investment opportunities or uses for Sprint L.P.'s cash and other business considerations. Apart from the above, the Filers have no current plans or proposals which relate to or would result in any actions enumerated in the text of Item 4. Item 6. Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer. On March 30, 1995, Sprint L.P. and the Bank entered into a Master Agreement based upon the International Swap Dealers Association, Inc. (Multicurrency-Cross Border) form (the "Master Agreement") and a schedule to the Master Agreement. On March 31, 1995, Sprint L.P. and the Bank executed a letter agreement constituting a confirmation to the Master Agreement (the "Confirmation"). The descriptions of the Transactions and the documents executed in connection therewith are qualified in their entirety by reference to Exhibit B (attached hereto and incorporated herein), which contains the text of the Confirmation. Provided below is a summary of the terms of the Confirmation: 1. If the average Closing Price for the Common Stock during the 15 days immediately prior to the Expiration Date of the Confirmation is less than $66.825 (defined in the Confirmation as the "Put Strike Price") (as may be adjusted in accordance with Section 4(a) of the Confirmation), the Confirmation requires the Bank to make a payment to Sprint L.P. equal to (a) 900,000 multiplied by (b) the Put Strike Price Differential. 2. If the average Closing Price for the Common Stock during the 15 days immediately prior to the Expiration Date of the Confirmation is greater than $115.09 (defined as the "Call Strike Price" in the Confirmation) (as may be adjusted pursuant to Section 4(a) of the Confirmation), the Confimation requires Sprint L.P. to make a payment to the Bank equal to (a) 900,000 multiplied by (b) the Call Strike Price Differential. If the average Closing Price for the Common Stock during the 15 days immediately prior to the Expiration Date of the Confirmation is between $66.825 and $115.09, inclusive, neither Sprint L.P. nor the Bank would be required to make a payment to the other party. Item 7. Material to be Filed as Exhibits. A. Joint Filing Agreement among the Filers B. Confirmation to the Master Agreement between Sprint L.P. and Morgan Guaranty Trust Company of New York SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 5, 1995 /s/ Michael T. Hyde Michael T. Hyde Secretary Sprint Communications Company L.P. Date: April 5, 1995 /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary Sprint Corporation Date: April 5, 1995 /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary US Telecom, Inc. INDEX TO EXHIBITS
Document Page A. Joint Filing Agreement among the Filers 9 B. Confirmation to the Master Agreement between Sprint L.P. and Morgan Guaranty Trust Company of New York 10
EXHIBIT A JOINT FILING AGREEMENT DATED APRIL 5, 1995, AMONG SPRINT CORPORATION, US TELECOM, INC., AND SPRINT COMMUNICATIONS COMPANY L.P. JOINT FILING AGREEMENT The undersigned (each, a "Filer" and collectively, the "Filers") for purposes of filing an amendment to a statement on Schedule 13D pursuant to Securities and Exchange Commission Rule 13d-1(f)(i) each hereby agree: (a) each Filer is individually responsible for the timely filing of any further amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning themselves, but is not responsible for the completeness and accuracy of any of the information contained in the Schedule 13D as to any other Filer, unless such Filer knows or has reason to believe that the information is inaccurate; (b) this Schedule 13D contains the required information with regard to each Filer and indicates that it is filed on behalf of all Filers; (c) each Filer agrees that the Schedule 13D, as amended, to which this Joint Filing Agreement is attached as Exhibit A is filed on its behalf; and (d) this Joint Filing Agreement may be executed in counterparts. Dated: April 5, 1995 SPRINT CORPORATION By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary US TELECOM, INC. By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary SPRINT COMMUNICATIONS COMPANY L.P. By: /s/ Michael T. Hyde Michael T. Hyde Secretary EXHIBIT B Confirmation to the Master Agreement between Sprint Communications Company L.P. and Morgan Guaranty Trust Company of New York March 31, 1995 Sprint Communications Company L.P. 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Manager - Financial Risk Management Re: Equity Option Transaction The purpose of this letter is to confirm the terms and conditions of the Equity Option Transaction (the "Transaction") entered into between us on March 31, 1995 (the "Trade Date"). This Transaction shall become effective on the Effective Date. This letter constitutes a "Confirmation" as referred to in the Master Agreement entered into between the parties and dated as of March 30, 1995 (the "Agreement") and incorporates by reference the 1991 ISDA Definitions (as published by the International Swap Dealers Association, Inc.) (the "1991 Definitions"). This Confirmation supplements, forms a part of, and is subject to, the Agreement. All provisions set forth in the 1991 Definitions or contained or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified below. It is our intention to have this Confirmation serve as the final documentation for this trade and, accordingly, no later Confirmation will follow. The terms of the Transaction to which this Confirmation relates are as follows: 1. Parties The parties are: (1) MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Morgan"). Office through which this Transaction is booked and address for notices: Morgan Guaranty Trust Company of New York London Branch P.O. Box 161 60 Victoria Embankment London EC4Y 0JP Attention: MGT Swap Operations Telex: 8954804 Answerback: MGTLD G Telecopy No.: (071) 325-8210 Telephone No.: (071) 325-3227 Account for Payments: [To be advised.] (2) SPRINT COMMUNICATIONS COMPANY L.P. (the "Counterparty") Office through which this Transaction is booked and address for notices: Sprint Communications Company L.P. 2330 Shawnee Mission Parkway Westwood, Kansas 66205 Attention: Manager - Financial Risk Management Telecopy No.: (913) 624-3088 Telephone No.: (913) 624-3105 Account for Payments: [To be advised.] 2. Payments (a) Counterparty Payment Amounts. If on the final Trading Day in the Valuation Period, the Final Equity Value of the Underlying Security is greater than the Call Strike Price, the Counterparty shall pay in U.S. Dollars to Morgan, the Call Cash Settlement Amount, if any, on the Cash Settlement Payment Date. Where: (i) "Call Strike Price" means $115.09 (as may be adjusted in accordance with Section 4(a) hereof); (ii) "Number of Options" means 900,000 (as may be adjusted in accordance with Section 4(a) hereof); (iii) "Call Strike Price Differential" means an amount equal to the greater of (A) the excess remaining after subtracting the Call Strike Price from the Final Equity Value of the Underlying Security and (B) zero; and (iv) "Call Cash Settlement Amount" means an amount, as calculated by the Calculation Agent, equal to the Number of Options multiplied by the Call Strike Price Differential. (b) Morgan Payment Amounts. If on the final Trading Day in the Valuation Period, the Final Equity Value of the Underlying Security is less than the Put Strike Price, Morgan shall pay in U.S. Dollars to the Counterparty, the Put Cash Settlement Amount, if any, on the Cash Settlement Payment Date. Where: (i) "Put Strike Price" means $66.825 (as may be adjusted in accordance with Section 4(a) hereof); (ii) "Number of Options" means 900,000 (as may be adjusted in accordance with Section 4(a) hereof); (iii) "Put Strike Price Differential" means an amount equal to the greater of (A) the excess remaining after subtracting the Final Equity Value of the Underlying Security from the Put Strike Price and (B) zero; and (iv) "Put Cash Settlement Amount" means an amount, as calculated by the Calculation Agent, equal to the Number of Options multiplied by the Put Strike Price Differential. 3. Definitions "Option Style" means European. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are open for business in the City of New York. "Calculation Agent" means Morgan, the determinations and calculations of which shall be binding in the absence of manifest error. "Cash Settlement Payment Date" means that day which is the Business Day immediately following the final Trading Day in the Valuation Period. "Closing Price" on any date of determination for any security means the closing sale price (or if no closing price is reported, the last reported sale price) on the New York Stock Exchange ("NYSE") on such date or, if the security is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which the security is so listed, or if the security is not so listed on a United States national or regional securities exchange, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System, or if such security is not so reported, the last quoted bid price for the security in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or if such bid price is not available, the market value of the security as determined by a nationally recognized independent investment banking firm retained for this purpose by the Calculation Agent. "Effective Date" means March 31, 1995. "Expiration Date" means April 30, 1999. In the event that any of the 15 Business Days immediately prior to April 30, 1999 is not a Trading Day (a "Non-Trading Day"), the Expiration Date will be extended one Trading Day for each Non-Trading Day; provided, however, the Expiration Date will not be later than May 7, 1999. "Final Equity Value" means, as determined by the Calculation Agent, the average Closing Price per share for the Underlying Security during the Valuation Period. "Strike Price" means the Put Strike Price and the Call Strike Price. "Trading Day" means a day on which the Closing Price of a security being determined (i) is not suspended for trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (ii) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of such security. "Underlying Security" means the shares of common stock, par value $0.01 (the "Common Stock"), of America Online, Inc., a Delaware corporation (the "Company"). "Valuation Period" means the 15 Trading Days immediately prior to (but not including) the Expiration Date. "Warrant" means the common stock warrant dated May 14, 1993 granted by the Company to the Counterparty. 4. Other Provisions (a) Adjustment to Strike Prices and Number of Options. In the event of any change affecting the Underlying Security, including without limitation, a capitalization issue, rights issue, share split, extraordinary dividend, merger, consolidation, amalgamation, sub-division, recapitalization, reclassification, dissolution, liquidation, winding up or other similar event, which occurs after the Trade Date but before the Expiration Date, the Calculation Agent shall (after consultation with the Counterparty) adjust the Strike Prices and/or the Number of Options in the manner described in subclauses (i) to (iv) below. (i) In the case of a stock dividend, stock distribution or stock split in respect of the outstanding shares of Common Stock of the Company shall have occurred, the Number of Options immediately prior to such event shall be increased, and, conversely, in the case of a reverse stock split or combination of Common Stock of the Company, the Number of Options immediately prior to such event shall be decreased. In the event the Number of Options are increased or decreased in accordance with this subclause (iii), the Strike Price in effect immediately prior to such event shall be decreased or increased accordingly in inverse proportion. (ii) The Strike Prices are subject to adjustment if the Company shall (A) issue by reclassification of its shares of Common Stock any shares of common stock of the Company, (B) issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the market price of its Common Stock (other than rights to purchase shares of Common Stock pursuant to a plan for the reinvestment of dividends or interest) or (C) pay a dividend or make a distribution to all holders of its Common Stock of evidence of its indebtedness or other assets (excluding any dividends or distributions referred to in subclause (i) above or any cash dividends other than any Extraordinary Cash Dividends) or issue to all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (other than those referred to in clause (B) above). An "Extraordinary Cash Dividend" means, with respect to any one-year period, all cash dividends on the Company's Common Stock during such period to the extent such dividends exceed on a per share basis 10% of the average price of the Company's Common Stock over such period (less any such dividends for which a prior adjustment to the Strike Price was previously made). All adjustments to the Strike Price will be calculated to the nearest 1/100th of a cent (or if there is not a nearest 1/100th of a cent to the next lower 1/100th of a cent). No adjustment in the Strike Price shall be required unless such adjustment would require an increase or decrease of at least one cent; provided, however, that any adjustments which by reason of the foregoing are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) In the event of (A) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (an "AMER Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock of the Company outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (B) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any AMER Successor as an entirety or substantially as an entirety, (C) any statutory exchange of securities of the Company or any AMER Successor with another corporation (other than in connection with a merger or acquisition) or (D) any liquidation, dissolution or winding up of the Company or any AMER Successor (any such event, a "Reorganization Event"), the securities to which the Number of Options shall relate will be adjusted to provide that the Final Equity Value shall be deemed to be the Transaction Value. "Transaction Value" means (i) for any cash received in any such Reorganization Event, the amount of cash received per share of Common Stock of the Company, (ii) for any property other than cash or securities received in any such Reorganization Event, an amount equal to the market value at the Expiration Date of such property received per share of Common Stock of the Company as determined by a nationally organized investment banking firm retained for this purpose by Morgan (which may include J.P. Morgan Securities Inc.) and (iii) for any securities received in any such Reorganization Event, an amount equal to the average Closing Price per share of such securities on the 15 Trading Days immediately prior to the Expiration Date multiplied by the number of securities received for each share of Common Stock of the Company. (iv) In the event of any other change affecting the Underlying Security, including without limitation, a capitalization issue, rights issue, share split, extraordinary dividend, merger, consolidation, amalgamation, sub-division, recapitalization, reclassification, dissolution, liquidation, winding up or other similar event of which is not described above in subclauses (i) through (iii) above, which occurs after the Trade Date but before the Expiration Date, the Calculation Agent shall (after consultation with the Counterparty) adjust the Strike Price and/or the Number of Options to preserve as nearly as practicable, the economic equivalent of the obligations of the parties hereunder prior to such change. (b) Representations of the Counterparty. The Counterparty represents and warrants to Morgan as of the date hereof: (i) The Counterparty is not an "affiliate" of the Company as such term is defined in Rule 144 of the Securities Act of 1933, as amended. (ii) The Counterparty does not have any special access to, and does not possess, any non-public material information relating to the Company, nor does the Counterparty have any ability or right to perform any investigation as to the business or financial condition of the Company. (iii) The Counterparty acquired the Warrant in a private transaction on May 14, 1993, full consideration for the Warrant was given on such date, such Warrant is in full force and effect , and the Counterparty has not exercised such Warrant. (iv) The Counterparty is not entering into this Transaction with Morgan (A) in anticipation of a sale of the Warrant prior to May 14, 1996, (B) in anticipation of a sale of the underlying shares of Common Stock of the Company issuable upon exercise of the Warrant prior to three years following such exercise for cash or other consideration or (C) with the present intention of exercising the Warrant within six months from the Effective Date of this Transaction. (c) Representations of Morgan. Morgan represents and warrants to the Counterparty as of the date hereof: (i) Morgan is not an "affiliate" of the Company as such term is defined in Rule 144 of the Securities Act of 1933, as amended. (ii) Morgan does not have any special access to, and does not possess, any non-public material information relating to the Company, nor does Morgan have any ability or right to perform any investigation as to the business or financial condition of the Company. (iii) Morgan acknowledges that the Counterparty has not participated in the preparation of any disclosure documents relating to the offer and sale of securities based on the value of the Common Stock of the Company issued by an Affiliate of Morgan and that the Counterparty is not liable to Morgan or any Affiliate of Morgan for any material misstatements or omissions contained in such disclosure documents; provided, however, that the foregoing is without prejudice to any of the Counterparty's rights in respect of the Counterparty's representations and warranties herein. (d) No Reliance, etc. Each party represents that (i) it is entering into the Transaction evidenced hereby as principal (and not as agent or in any other capacity); (ii) the other party is not acting as a fiduciary for it; (iii) it is not relying upon any representations except those expressly set forth in the Agreement or this Confirmation; (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (v) it is entering into this Transaction with a full understanding of the terms, conditions and risks thereof and it is capable of and willing to assume those risks. (e) Private Placement. The parties hereto each acknowledge that this Transaction will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and is being entered into in reliance upon the exemption for private placement pursuant to Section 4(2) of the Securities Act. Please confirm your agreement to be bound by the terms of the foregoing by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Karen Grieb Name: Karen Grieb, as Agent Title: Vice President Accepted and confirmed as of the date first above written: SPRINT COMMUNICATIONS COMPANY L.P. By: /s/ Peter W. Chehayl Name: Peter W. Chehayl Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----