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                                                                     Exhibit 4.5


                        SPRINT CORPORATION, as Guarantor
                      SPRINT CAPITAL CORPORATION, as Issuer
                                 $5,000,000,000

       $1,000,000,000 aggregate principal amount of 7.900% Notes due 2005
       $2,000,000,000 aggregate principal amount of 8.375% Notes due 2012
       $2,000,000,000 aggregate principal amount of 8.750% Notes due 2032


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  March 14, 2002

Deutsche Banc Alex. Brown Inc.
Salomon Smith Barney Inc.
UBS Warburg LLC
As Representatives of the Initial Purchasers

Ladies and Gentlemen:

     Sprint Capital Corporation, a corporation organized under the laws of
Delaware ("Sprint Capital") and a wholly owned finance subsidiary of Sprint
Corporation, a Kansas corporation ("Sprint"; Sprint, together with Sprint
Capital, jointly and severally, being hereafter called the "Company"), proposes
to issue and sell to certain purchasers (the "Initial Purchasers"), upon the
terms set forth in a purchase agreement dated March 8, 2002 (the "Purchase
Agreement"), $1,000,000,000 aggregate principal amount of 7.900% Notes due 2005,
$2,000,000,000 aggregate principal amount of 8.375% Notes due 2012 and
$2,000,000,000 aggregate principal amount of 8.750% Notes due 2032 guaranteed by
Sprint (a "guarantee") (each, a "Security" and collectively the "Securities")
pursuant to the Indenture relating to the initial placement of the Securities
(the "Initial Placement"). To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Company agrees with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows:

     1. Definitions. Capitalized terms used herein without definition shall have
        -----------
the respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:

     "Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

     "Affiliate" of any specified person shall mean any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

<PAGE>

     "Broker-Dealer" shall mean any broker or dealer registered as such under
the Exchange Act.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

     "Commission" shall mean the Securities and Exchange Commission.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

     "Exchange Offer Prospectus" shall mean the prospectus included in the
Exchange Offer Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the New Securities covered by such Exchange Offer Registration Statement, and
all amendments and supplements thereto and all material incorporated by
reference therein.

     "Exchange Offer Registration Period" shall mean the 180 day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

     "Exchange Offer Registration Statement" shall mean a registration statement
of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments thereto, in each case including
the Exchange Offer Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     "Exchanging Dealer" shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company).

     "Holder" shall have the meaning set forth in the preamble hereto.

     "Indenture" shall mean the Indenture relating to the Securities, dated as
of October 1, 1998, among Sprint, Sprint Capital and Bank One, N.A., as trustee,
as supplemented by the first supplemental indenture dated as of January 15,
1999, and the second supplemental indenture dated as of October 15, 2001.

     "Initial Placement" shall have the meaning set forth in the preamble
hereto.

     "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

     "Losses" shall have the meaning set forth in Section 7(d) hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.

     "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

                                      2

<PAGE>

     "New Securities" shall mean debt securities of the Company identical in all
material respects to the Securities (except that the interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture or the New Securities
Indenture.

     "New Securities Indenture" shall mean an indenture between the Company and
the New Securities Trustee, identical in all material respects to the Indenture
(except that the interest rate step-up provisions will be modified or
eliminated, as appropriate).

     "New Securities Trustee" shall mean the Trustee or a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

     "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

     "Registered Exchange Offer" shall mean the proposed offer of the Company to
issue and deliver to the Holders of the Securities that are not prohibited by
any law or policy of the Commission from participating in such offer, in
exchange for the Securities, a like aggregate principal amount of the New
Securities.

     "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

     "Securities" shall have the meaning set forth in the preamble hereto.

     "Shelf Registration" shall mean a registration effected pursuant to Section
3 hereof.

     "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Securities or New Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

     "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

     "underwriter" shall mean any underwriter of Securities in connection with
an offering thereof under a Shelf Registration Statement.

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<PAGE>

     2. Registered Exchange Offer. (a) The Company shall prepare and, not later
        -------------------------
than 90 days following the date of the original issuance of the Securities,
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer. The Company shall use its reasonable
best efforts to cause the Exchange Offer Registration Statement to become
effective under the Act within 210 days of the date of the original issuance of
the Securities.

     (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for New Securities (assuming that such Holder is not an
Affiliate of the Company, acquires the New Securities in the ordinary course of
such Holder's business, has no arrangements with any person to participate in
the distribution of the New Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such New Securities from and after their receipt without any limitations
or restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.

     (c) In connection with the Registered Exchange Offer, the Company shall:

          (i) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (ii) keep the Registered Exchange Offer open for not less than 30 days
     and not more than 45 Business Days after the date notice thereof is mailed
     to the Holders (or, in each case, longer if required by applicable law);

          (iii) use its best efforts to keep the Exchange Offer Registration
     Statement continuously effective, supplemented and amended as required,
     under the Act to ensure that it is available for sales of New Securities by
     Exchanging Dealers during the Exchange Offer Registration Period;

          (iv) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan in New York City, which
     may be the Trustee, the New Securities Trustee or an Affiliate of either of
     them;

          (v) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last Business Day on which
     the Registered Exchange Offer is open;

          (vi) prior to effectiveness of the Exchange Offer Registration
     Statement, if requested or required by the Commission, provide a
     supplemental letter to the Commission (A) stating that the Company is
     conducting the Registered Exchange Offer in reliance on the position of the
     Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988)
     and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B)
     including a representation that the Company has not entered into any
     arrangement or understanding with any person to distribute the New
     Securities to be received in the Registered Exchange Offer and that, to the
     best of the Company's information and belief, each Holder participating in
     the Registered Exchange Offer is acquiring the New Securities in the
     ordinary course of business and has no arrangement or understanding with
     any person to participate in the distribution of the New Securities; and


                                       4

<PAGE>
          (vii) comply in all respects with all applicable laws.

     (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

          (i) accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer;

          (ii) deliver to the Trustee for cancelation in accordance with Section
     5(s) all Securities so accepted for exchange; and

          (iii) cause the New Securities Trustee promptly to authenticate and
     deliver to each Holder of Securities or to a depositary on behalf of the
     Holders a principal amount of New Securities equal to the principal amount
     of the Securities of such Holder so accepted for exchange.

     (e) Each Holder hereby acknowledges and agrees that any such Holder using
the Registered Exchange Offer to participate in a distribution of the New
Securities (x) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission in Morgan Stanley and Co.,
Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988), as interpreted in the Commission's letter to Shearman &
Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply
with the registration and prospectus delivery requirements of the Act in
connection with any secondary resale transaction which must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Company that, at the time of the
consummation of the Registered Exchange Offer or prior to any notice the Company
is required to give the Commission under Section 2(c)(vi):

          (i) any New Securities received by such Holder will be acquired in the
     ordinary course of business;

          (ii) such Holder will have no arrangement or understanding with any
     person to participate in the distribution of the Securities or the New
     Securities within the meaning of the Act; and

          (iii) such Holder is not an Affiliate of the Company.

     (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its best efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

     3. Shelf Registration. (a) If (i) due to any change in law or applicable
        ------------------
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason


                                       5

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the Exchange Offer Registration Statement is not declared effective within 210
days of the date of original issuance of the Securities or the Registered
Exchange Offer is not consummated within 270 days of the date of original
issuance of the Securities; (iii) any Initial Purchaser so requests with respect
to Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
not eligible to participate in the Registered Exchange Offer or does not receive
freely tradeable New Securities in the Registered Exchange Offer other than by
reason of such Holder being an Affiliate of the Company; or (v) in the case of
any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in
connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

     (b) (i) The Company shall as promptly as practicable, file with the
Commission and thereafter shall cause to be declared effective under the Act a
Shelf Registration Statement relating to the offer and sale of the Securities or
the New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further, that with respect to New Securities received
by an Initial Purchaser in exchange for Securities constituting any portion of
an unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and be governed by the
provisions herein applicable to, a Shelf Registration Statement.

     (ii) The Company shall use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as
required by the Act, in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years from the date the Shelf
Registration Statement is declared effective by the Commission or such shorter
period that will terminate when all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement (in any such case, such period being called
the "Shelf Registration Period").

     Notwithstanding the foregoing, during any 365-day period, the Company may
delay filing or suspend the effectiveness of any Registration Statement or
require Holders not to sell any New Securities or Securities pursuant to an
effective Registration Statement for up to 3 periods (each a "Suspension
Period") of up to 60 consecutive days (except for the consecutive 45-day period
immediately prior to maturity of the Securities) but not more than an aggregate
of 90 days during any 365-day period, if there is a possible acquisition or
business combination or other transaction, business development or event
involving the Company that may require disclosure in such Registration Statement
and the Company determines in the exercise of its reasonable judgment that

                                       6

<PAGE>


such disclosure is not in the best interests of the Company and its stockholders
or if obtaining any financial statements relating to an acquisition or business
combination required to be included in such Registration Statement would be
impracticable. In such a case, the Company shall promptly notify any such Holder
of the suspension of such Registration Statement's effectiveness or the
requirement that such Holder not sell any New Securities or Securities pursuant
to an effective Registration Statement; provided, that such notice shall not
require the Company to disclose the possible acquisition or business combination
or other transaction, business development or event if the Company determines in
good faith that such acquisition or business combination or other transaction,
business development or event should remain confidential. Upon the abandonment,
consummation or termination of the possible acquisition or business combination
or other transaction, business development or event or the availability of the
required financial statements with respect to a possible acquisition or business
combination, the suspension of the use of such Registration Statement pursuant
to this paragraph shall cease and the Company shall promptly comply with the
first paragraph of Section 5(b) hereof and notify such Holders that the use of
the prospectus contained in such Registration Statement, as amended or
supplemented, as applicable, may resume. The Company shall provide sufficient
copies of the latest version of such prospectus to such broker-dealers, promptly
upon written request, and in no event later than two Business Days after such
request, at any time during such period.

     4. Additional Interest. (a) If (i) neither the Exchange Offer Registration
        -------------------
Statement nor the Shelf Registration Statement, as the case may be, is filed
with the 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 is not consummated on or prior to 270
days after the date of the original issuance of Securities or (iv) the
applicable Registration Statement 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 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.

     (b) 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.

                                       7

<PAGE>

     (c) The parties hereto agree that the Additional Interest provided for in
this Section 4 constitutes a reasonable estimate of and is intended to
constitute the sole damages that will be suffered by Holders of Securities by
reason of a Registration Default.

     5. Additional Registration Procedures. In connection with any Shelf
        ----------------------------------
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

     (a) The Company shall:

          (i) furnish to your single counsel, not less than five Business Days
     prior to the filing thereof with the Commission, a copy of any Exchange
     Offer Registration Statement and any Shelf Registration Statement, and each
     amendment thereof and each amendment or supplement, if any, to the
     Prospectus included therein (but not including any documents incorporated
     by reference therein after the initial filing) and shall use its best
     efforts to reflect in each such document, when so filed with the
     Commission, such comments as such counsel reasonably proposes;

          (ii) include information substantially consistent with that set forth
     in Annex A hereto on the facing page of the Exchange Offer Registration
     Statement, in Annex B hereto in the forepart of the Exchange Offer
     Registration Statement in a section setting forth details of the Exchange
     Offer, in Annex C hereto in the underwriting or plan of distribution
     section of the Prospectus contained in the Exchange Offer Registration
     Statement, and in Annex D hereto in the letter of transmittal delivered
     pursuant to the Registered Exchange Offer; and

          (iii) if requested by an Initial Purchaser, include the information
     required by Item 507 or 508 of Regulation S-K, as applicable, in the
     Prospectus contained in the Exchange Offer Registration Statement.

     (b) The Company shall ensure that:

          (i) any Registration Statement and any amendment thereto and any
     Prospectus forming part thereof and any amendment or supplement thereto,
     when filed, complies in all material respects with the Act and the rules
     and regulations thereunder;

          (ii) any Registration Statement and any amendment thereto does not,
     when it becomes effective, contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; and

          (iii) any Prospectus forming part of any Registration Statement, and
     any amendment or supplement to such Prospectus, does not include an untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading.

                                       8

<PAGE>

     (c) The Company shall advise each Holder (which notice, if pursuant to
clauses (ii) through (v) hereof, shall be accompanied by an instruction (and
each such Holder shall abide by such instruction) to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):

          (i) when a Registration Statement and any amendment thereto has been
     filed with the Commission and when the Registration Statement or any
     post-effective amendment thereto has become effective;

          (ii) of any request by the Commission for any amendment or supplement
     to the Registration Statement or the Prospectus or for additional
     information;

          (iii) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose;

          (iv) of the receipt by the Company of any notification with respect to
     the suspension of the qualification of the securities included therein for
     sale in any jurisdiction or the initiation of any proceeding for such
     purpose; and

          (v) of the happening of any event (with no requirement to describe the
     happening) that requires any change in the Registration Statement or the
     Prospectus so that, as of such date, the statements therein are not
     misleading and do not omit to state a material fact required to be stated
     therein or necessary to make the statements therein (in the case of the
     Prospectus, in the light of the circumstances under which they were made)
     not misleading.

     (d) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

     (e) The Company shall furnish to each Holder of Securities covered by any
Shelf Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including all
material incorporated therein by reference, and, if the Holder so requests in
writing, all exhibits thereto (not including exhibits incorporated by reference
therein unless specifically requested).

     (f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of Securities covered by any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request. The Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Securities in connection with the offering and sale of the Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Shelf Registration Statement.

     (g) The Company shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including all material incorporated by
reference therein, and, if the Exchanging Dealer so requests in writing, all
exhibits thereto (not including exhibits incorporated by reference therein
unless specifically requested).

                                       9

<PAGE>

     (h) The Company shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

     (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where it is not then so
subject.

     (j) The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

     (k) Upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above, the Company shall promptly prepare a post-effective amendment
to the applicable Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to Initial Purchasers of the securities included therein, the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 or the Shelf Registration Statement provided
for in Section 3(b), as applicable, shall be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 5(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

     (l) Not later than the effective date of any Registration Statement, the
Company shall provide a CUSIP number for the Securities or the New Securities,
as the case may be, registered under such Registration Statement and provide the
Trustee with certificates for such Securities or New Securities, in a form
eligible for deposit with The Depository Trust Company.

     (m) The Company shall make generally available to its security holders as
soon as practicable after the effective date of the applicable Registration
Statement an earnings statement satisfying the provisions of Section 11(a) of
the Act.

     (n) The Company shall cause the Indenture or the New Securities Indenture,
as the case may be, to be qualified under the Trust Indenture Act in a timely
manner.

                                       10

<PAGE>

     (o) The Company may require each Holder of Securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company, and each such
Holder will furnish to the Company, such information regarding the Holder and
the distribution of such Securities as the Company may from time to time
reasonably require for inclusion in such Registration Statement. The Company may
exclude from such Shelf Registration Statement the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

     (p) In the case of any Shelf Registration Statement, the Company shall
enter into such agreements (including if requested an underwriting agreement in
customary form) and take all other appropriate actions in order to expedite or
facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any) with respect to
all parties to be indemnified pursuant to Section 7.

     (q) In the case of any Shelf Registration Statement, the Company shall:

          (i) make reasonably available for inspection by the Holders of
     Securities to be registered thereunder, any underwriter participating in
     any disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     all relevant financial and other records, pertinent corporate documents and
     properties of the Company and its subsidiaries;

          (ii) cause the Company's officers, directors and employees to supply
     all relevant information reasonably requested by the Holders or any such
     underwriter, attorney, accountant or agent in connection with any such
     Registration Statement as is customary for similar due diligence
     examinations; provided, however, that any information that is designated in
     writing by the Company, in good faith, as confidential at the time of
     delivery of such information shall be kept confidential by the Holders or
     any such underwriter, attorney, accountant or agent, unless such disclosure
     is made in connection with a court proceeding or required by law (but
     before any such disclosure the Company will be notified in time to object
     to such disclosure), or such information becomes available to the public
     generally or through a third party without an accompanying obligation of
     confidentiality;

          (iii) make such representations and warranties to the Holders of
     Securities registered thereunder and the underwriters, if any, in form,
     substance and scope as are customarily made by the Company to underwriters
     in primary underwritten offerings of debt securities, which may include
     those set forth in Section 1 of the Purchase Agreement;

          (iv) obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to the Managing Underwriters, if any) addressed to
     each selling Holder and the underwriters, if any, covering such matters as
     are customarily covered in opinions requested in underwritten offerings of
     debt securities and such other matters as may be reasonably requested by
     such Holders and underwriters;

          (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial

                                       11

<PAGE>

     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to each selling Holder of Securities
     registered thereunder and the underwriters, if any, in customary form and
     covering matters of the type customarily covered in "cold comfort" letters
     in connection with primary underwritten offerings, assuming any letter
     reasonably requested by such accountants is delivered by the Holders; and

          (vi) deliver such documents and certificates as may be reasonably
     requested by the Majority Holders and the Managing Underwriters, if any,
     including those to evidence compliance with Section 5(k) and with any
     customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this subsection
shall be performed at (A) the effectiveness of such Registration Statement and
the declaration of effectiveness by the Commission of each post-effective
amendment thereto; and (B) each closing under any underwriting or similar
agreement as and to the extent required thereunder.

     (r) In the case of any Exchange Offer Registration Statement, the Company
shall, upon the request of any Initial Purchaser that is also an Exchanging
Dealer:

          (i) make reasonably available for inspection by such Initial
     Purchaser, and any attorney, accountant or other agent retained by such
     Initial Purchaser, all relevant financial and other records, pertinent
     corporate documents and properties of the Company and its subsidiaries;

          (ii) cause the Company's officers, directors and employees to supply
     all relevant information reasonably requested by such Initial Purchaser or
     any such attorney, accountant or agent in connection with any such
     Registration Statement as is customary for similar due diligence
     examinations; provided, however, that any information that is designated in
     writing by the Company, in good faith, as confidential at the time of
     delivery of such information shall be kept confidential by such Initial
     Purchaser or any such attorney, accountant or agent, unless such disclosure
     is made in connection with a court proceeding or required by law (but
     before any such disclosure the Company will be notified in time to object
     to such disclosure), or such information becomes available to the public
     generally or through a third party without an accompanying obligation of
     confidentiality;

          (iii) make such representations and warranties to such Initial
     Purchaser, in form, substance and scope as are customarily made by the
     Company to underwriters in primary underwritten offerings of debt
     securities, which may include those set forth in Section 1 of the Purchase
     Agreement;

          (iv) obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to such Initial Purchaser and its counsel,
     addressed to such Initial Purchaser, covering such matters as are
     customarily covered in opinions requested in underwritten offerings of debt
     securities and such other matters as may be reasonably requested by such
     Initial Purchaser or its counsel;

          (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the

                                       12

<PAGE>

     Registration Statement), addressed to such Initial Purchaser, in customary
     form and covering matters of the type customarily covered in "cold comfort"
     letters in connection with primary underwritten offerings, or if requested
     by such Initial Purchaser or its counsel in lieu of a "cold comfort"
     letter, an agreed-upon procedures letter under Statement on Standards for
     Attestation Engagements No. 10, covering matters requested by such Initial
     Purchaser or its counsel, assuming any letter reasonably requested by such
     accountants is delivered by the Holders; and

          (vi) deliver such documents and certificates as may be reasonably
     requested by such Initial Purchaser or its counsel, including those to
     evidence compliance with Section 5(k) and with conditions customarily
     contained in underwriting agreements. The foregoing actions set forth in
     clauses (iii), (iv), (v), and (vi) of this subsection shall be performed at
     the close of the Registered Exchange Offer and the declaration of
     effectiveness by the Commission of any post-effective amendment to the
     Exchange Offer Registration Statement.

     (s) If a Registered Exchange Offer is to be consummated, upon delivery of
the Securities by Holders to the Company (or to such other person as directed by
the Company) in exchange for the New Securities, the Company shall mark, or
cause to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

     (t) In the event that any Broker-Dealer shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or "assist
in the distribution" (within the meaning of the Rules of Fair Practice and the
By-Laws of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, assist such
Broker-Dealer in complying with the requirements of such Rules and By-Laws,
including, without limitation, by:

          (i) if such Rules or By-Laws shall so require, engaging a "qualified
     independent underwriter" (as defined in such Rules) to participate in the
     preparation of the Registration Statement, to exercise usual standards of
     due diligence with respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities;

          (ii) indemnifying any such qualified independent underwriter to the
     extent of the indemnification of underwriters provided in Section 7 hereof;
     and

          (iii) providing such information to such Broker-Dealer as may be
     required in order for such Broker-Dealer to comply with the requirements of
     such Rules.

     (u) The Company shall use its reasonable best efforts to take all other
steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

     6. Registration Expenses. The Company shall bear all expenses incurred in
        ---------------------
connection with the performance of its obligations under Sections 2, 3, 4 and 5
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, such counsel to be reasonably acceptable to the Company.

                                       13

<PAGE>

     7. Indemnification and Contribution. (a) The Company agrees to indemnify
        --------------------------------
and hold harmless each Holder of Securities or New Securities, as the case may
be, covered by any Registration Statement (including each Initial Purchaser,
each of its directors and officers and, with respect to any Prospectus delivery
as contemplated in Section 5(h) hereof, each Exchanging Dealer) and each person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) are caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as declared
effective or in any amendment thereof, or in any preliminary Prospectus or the
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

     The Company also agrees to indemnify or contribute as provided in Section
7(d) to Losses of each underwriter of Securities or New Securities, as the case
may be, registered under a Shelf Registration Statement, and each person who
controls such underwriter on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 7(a) (including exceptions and provisos) and shall, if requested by
any Holder, enter into an underwriting agreement reflecting such agreement, as
provided in Section 5(p) hereof.

     (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 5(h) hereof, each Exchanging Dealer) severally and
not jointly agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs such Registration Statement and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees

                                       14

<PAGE>

and expenses of any separate counsel retained by the indemnified party or
parties except as set forth below); provided, however, that such counsel shall
be satisfactory to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party; (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action; or (iv)
the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint
and several obligation to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement
and the Registration Statement which resulted in such Losses; provided, however,
                                                              --------  -------
that in no case shall any Initial Purchaser or any subsequent Holder of any
Security or New Security be required to contribute any amount in excess of the
amount by which (A) with respect to any subsequent Holder, the total price at
which the Securities or New Securities sold by such indemnifying party to any
purchaser, (B) with respect to any Initial Purchaser, the total consideration
received by such Initial Purchaser pursuant to the Purchase Agreement, as the
case may be, exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the Initial Placement (before deducting expenses) as set forth on the cover
page of the Offering Memorandum. Benefits received by the Initial Purchasers
shall be deemed to be equal to the total purchase discounts and commissions as
set forth on the cover page of the Offering Memorandum, and benefits received by
any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act. Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the


                                       15

<PAGE>


other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

     (e) The provisions of this Section will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company or any of the directors, officers, employees, agents or controlling
persons referred to in this Section hereof, and will survive the sale by a
Holder of securities covered by a Registration Statement.

     8. Underwritten Registrations. (a) If any of the Securities or New
        --------------------------
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders with the consent of the Company, such consent
not to be unreasonably withheld.

     (b) No person may participate in any underwritten offering pursuant to any
Shelf Registration Statement, unless such person (i) agrees to sell such
person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

     9. No Inconsistent Agreements. The Company has not, as of the date hereof,
        --------------------------
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     10. Amendments and Waivers. The provisions of this Agreement, including the
         ----------------------
provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Securities (or, after the consummation of any Registered Exchange
Offer in accordance with Section 2 hereof, of New Securities); provided that,
with respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders


                                       16

<PAGE>

may be given by the Majority Holders, determined on the basis of Securities or
New Securities, as the case may be, being sold rather than registered under such
Registration Statement.

     11. Notices. All notices and other communications provided for or permitted
         -------
hereunder shall be made in writing by hand-delivery, first-class mail, telex,
telecopier or air courier guaranteeing overnight delivery:

     (a) if to a Holder, at the most current address given by such Holder to the
Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture.

     (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

     (c) if to the Company, initially at its address set forth in the Purchase
Agreement.

All such notices and communications shall be deemed to have been duly given when
received.

     The Initial Purchasers or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

     12. Successors. This Agreement shall inure to the benefit of and be binding
         ----------
upon the successors and assigns of each of the parties, including, without the
need for an express assignment or any consent by the Company thereto, subsequent
Holders of Securities and the New Securities. The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Securities and the New
Securities, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.

     13. Counterparts. This Agreement may be in signed counterparts, each of
         ------------
which shall be an original and all of which together shall constitute one and
the same agreement.

     14. Headings. The headings used herein are for convenience only and shall
         --------
not affect the construction hereof.

     15. Applicable Law. This Agreement shall be governed by and construed in
         --------------
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.

     16. Severability. In the event that any one of more of the provisions
         ------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     17. Securities Held by the Company, etc. Whenever the consent or approval
         -----------------------------------
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates shall be disregarded and deemed not to be
outstanding in determining whether such consent or approval was given by the
Holders of such required percentage.


                                       17

<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Initial Purchasers.

                                     Very truly yours,


                                     Sprint Corporation

                                       by
                                         --------------------------
                                         Name:
                                         Title:

                                     Sprint Capital Corporation

                                       by
                                         --------------------------
                                         Name:
                                         Title:

                                       18

<PAGE>

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Deutsche Banc Alex. Brown Inc.
Salomon Smith Barney Inc.
UBS Warburg LLC


By:   Deutsche Banc Alex. Brown Inc.

by
      -----------------------
      Name:
      Title:


by
      -----------------------
      Name:
      Title:


By:   Salomon Smith Barney Inc.


by
      -----------------------
      Name:
      Title:


By:      UBS Warburg LLC


by
      -----------------------
      Name:
      Title:


For themselves and the other several Initial Purchasers named in Schedule I to
the Purchase Agreement.

                                       19

<PAGE>

ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Broker-Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business one year after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution".

                                       20

<PAGE>



ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Securities. See "Plan of Distribution".

                                       21



<PAGE>


ANNEX C

                              PLAN OF DISTRIBUTION

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, during the Exchange Offer Registration Period, it will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, during the Exchange Offer
Registration Period, all dealers effecting transactions in the New Securities
may be required to deliver a prospectus.

     The Company will not receive any proceeds from any sale of New Securities
by brokers-dealers. New Securities received by Broker-Dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit resulting
from any such resale of New Securities and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a Broker-Dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

     During the Exchange Offer Registration Period, the Company will promptly
send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any Broker-Dealer that requests such documents in the Letter
of Transmittal. The Company has agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the holders of the Securities (including any Broker-Dealers)
against certain liabilities, including liabilities under the Securities Act.

     [If applicable, add information required by Regulation S-K Items 507 and/or
508. S-K 502(b) legend must appear on the back cover.]

                                       22



<PAGE>

ANNEX D

Rider A

     [_]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.

          Name:
                   --------------------------------------------
          Address:
                   --------------------------------------------

                   --------------------------------------------


Rider B


If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       23