Item 6. Exhibits for Sprint

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S » Topics » Item 6. Exhibits

This excerpt taken from the S 8-K filed May 7, 2008.

EXHIBITS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

EXHIBIT H

EXHIBIT I

EXHIBIT J

EXHIBIT K

EXHIBIT L

EXHIBIT M

–

DEFINITIONS

CERTIFICATE OF INCORPORATION OF NEWCO, INC.

BYLAWS OF NEWCO, INC.

INITIAL LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEWCO LLC

LIMITED LIABILITY COMPANY AGREEMENT OF CLEARWIRE SUB LLC

LIMITED LIABILITY COMPANY AGREEMENT OF SPRINT SUB LLC

REGISTRATION RIGHTS AGREEMENT

EQUITYHOLDERS’ AGREEMENT

ASSUMED NOTE

OTHER MATTERS

TERMS OF SECURED NOTE

REVISED STRUCTURE

THIS TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2008 (the “Execution Date”) by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN and Google, the “Investors”; the Investors, Sprint and Clearwire are referred to herein as the “Parties”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to those terms in Exhibit A attached to this Agreement.

This excerpt taken from the S 10-Q filed Nov 9, 2006.

Item 6. Exhibits

(a)	The following exhibits are filed as part of this report:

(2)

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:

2.1

Separation and Distribution Agreement by and between Sprint Nextel Corporation and Embarq Corporation dated as of May 1, 2006 (filed as Exhibit 2.1 to Amendment No. 4 to the Form 10 of Embarq Corporation (File No. 001-32732) filed May 2, 2006 and incorporated herein by reference).*

(3)

Articles of Incorporation and Bylaws:

3.1

Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to Sprint Nextel’s Current Report on Form 8-K filed August 18, 2005 and incorporated herein by reference).

3.2

Amended and Restated Bylaws (filed as Exhibit 3.2 to Sprint Nextel’s Current Report on Form 8-K filed August 18, 2005 and incorporated herein by reference).

(4)

Instruments Defining the Rights of Sprint Nextel Security Holders:

4.1

The rights of Sprint Nextel’s equity security holders are defined in the Fifth, Sixth, Seventh and Eighth Articles of Sprint Nextel’s Articles of Incorporation. See Exhibit 3.1.

4.2

Provision regarding Kansas Control Share Acquisition Act is in Article II, Section 5 of the Bylaws. Provisions regarding Shareholders’ Meetings are set forth in Article III of the Bylaws. See Exhibit 3.2.

4.3.1

Second Amended and Restated Rights Agreement between Sprint Corporation and UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April 23, 2004 (filed as Exhibit 1 to Amendment No. 5 to Sprint Nextel’s Registration Statement on Form 8-A relating to Sprint’s Rights, filed April 12, 2004, and incorporated herein by reference).

4.3.2

Amendment to Second Amended and Restated Rights Agreement between Sprint Corporation and UMB Bank, n.a., as Rights Agent, dated as of June 17, 2005 and effective August 12, 2005 (filed as Exhibit 4(d) to Sprint Nextel’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).

(10)

Executive Compensation Plans and Arrangements:

10.1

Form of Award Agreement for Restricted Stock Unit Award under 1997 Long-Term Stock Incentive Program for Richard T.C. LeFave (Filed as Exhibit 10.2 to Sprint Nextel’s Current Report on Form 8-K filed July 27, 2006 and incorporated herein by reference).

10.2

Certain Benefits and Fees for Named Executive Officers and Directors. (Filed as Exhibit 10.9 to Sprint Nextel’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference).

10.3

Summary of Director Communications Benefit (Filed as Exhibit 10.1 to Sprint Nextel’s Current Report on Form 8-K filed July 27, 2006 and incorporated herein by reference).

10.4

First Amendment to the Employment Agreement of Barry J. West, dated July 25, 2006 (Filed as Exhibit 10.3 to Sprint Nextel’s Current Report on Form 8-K filed July 27, 2006 and incorporated herein by reference).

10.5

First Amendment to the Employment Agreement of Len Lauer, dated October 26, 2006 (Filed as Exhibit 10.1 to Sprint Nextel’s Current Report on Form 8-K filed November 1, 2006 and incorporated herein by reference).

(15)

Letter Re: Unaudited Interim Financial Information.

31.1

Certification of Chief Executive Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a).

31.2

Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a).

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Schedules and/or exhibits not filed will be furnished to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SPRINT NEXTEL CORPORATION
		(Registrant)

By		/s/ William G. Arendt
		William G. Arendt
		Senior Vice President — Controller
		Principal Accounting Officer

Dated: November 9, 2006

This excerpt taken from the S 10-Q filed May 5, 2006.

Item 6. Exhibits

(a)	The following exhibits are filed as part of this report:

(2)

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

2.1

(3)

Articles of Incorporation and Bylaws:

3.1

Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to Sprint Nextel’s Current Report on Form 8-K filed August 18, 2005 and incorporated herein by reference).

3.2

Amended and Restated Bylaws (filed as Exhibit 3.2 to Sprint Nextel’s Current Report on Form 8-K filed August 18, 2005 and incorporated herein by reference).

(4)

Instruments Defining the Rights of Sprint Nextel Security Holders:

4.1

The rights of Sprint Nextel’s equity security holders are defined in the Fifth, Sixth, Seventh and Eighth Articles of Sprint Nextel’s Articles of Incorporation. See Exhibit 3.1.

4.2

4.3.1

4.3.2

(10)

Executive Compensation Plans and Arrangements:

10.1

Sprint Nextel 2006 Short-Term Incentive Plan (filed as Exhibit 10.4 to Sprint Nextel’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).

10.2

Sprint Nextel 2006-2007 Integration Overachievement Plan (filed as Exhibit 10.1 to Sprint Nextel’s Current Report on Form 8-K filed February 22, 2006 and incorporated herein by reference).

10.3

Form of 2006 Award Agreement (awarding stock options) with Mr. Donahue (filed as exhibit 10.1 to Sprint Nextel’s Current Report on Form 8-K filed February 10, 2006 and incorporated herein by reference).

10.4

Form of 2006 Award Agreement (awarding stock options) with Messrs. Forsee and Lauer (filed as exhibit 10.2 to Sprint Nextel’s Current Report on Form 8-K filed February 10, 2006 and incorporated herein by reference).

10.5

Summary of Amendments to Deferred Compensation Plans.

10.6

Summary of Executive Officer Benefits and Board of Directors Benefits and Fees (filed as Exhibit 10.1 to Sprint Nextel’s Current Report on Form 8-K filed April 21, 2006 and incorporated herein by reference).

10.7

Embarq Corporation 2006 Equity Incentive Plan (filed as Exhibit 10.13 to Amendment No. 4 to the Form 10 of Embarq Corporation (File No. 001-32732) filed May 2, 2006 and incorporated herein by reference).

(15)

Letter Re: Unaudited Interim Financial Information

(31) (a)

Certification of Chief Executive Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a).

(b)

Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a).

(32) (a)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Schedules and/or exhibits not filed will be furnished to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SPRINT NEXTEL CORPORATION
		(Registrant)

By		/s/ William G. Arendt
		William G. Arendt Senior Vice President — Controller Principal Accounting Officer

Dated: May 5, 2006

This excerpt taken from the S 8-K filed Apr 26, 2006.

(c) Exhibits.


Exhibit No.		Description
99.1		Press Release Announcing First Quarter 2006 Results

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SPRINT NEXTEL CORPORATION

By:		/s/ Gary D. Begeman
		Gary D. Begeman Vice President

Date: April 26, 2006

This excerpt taken from the S 10-K filed Mar 31, 2006.

Exhibits



(23	) – (a)	Consent of KPMG LLP, Independent Registered Public Accounting Firm

(23	) – (b)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

(31	) – (a)	Certification of Chief Executive Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)

(31	) – (b)	Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)

(32	) – (a)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32	) – (b)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

F-1

This excerpt taken from the S 8-K filed Mar 6, 2006.

(c) Exhibits

Exhibit 99 Press Release of Sprint Nextel Corporation dated March 6, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SPRINT NEXTEL CORPORATION

By:		/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President

Date: March 6, 2006

EXHIBIT INDEX


Exhibit No.		Description
99		Press Release of Sprint Nextel Corporation dated March 6, 2006

This excerpt taken from the S 8-K filed Feb 22, 2006.

(c) Exhibits.

The following exhibit is filed with this report:


Exhibit No.		Description
10.1		2006-2007 Integration Overachievement Plan

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SPRINT NEXTEL CORPORATION

By:		/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President

Date: February 22, 2006

This excerpt taken from the S 8-K filed Feb 22, 2006.

(c) Exhibits.

The following exhibit is furnished with this report:


Exhibit No.		Description
99.1		Press Release Announcing Fourth Quarter 2005 and Year End Results

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SPRINT NEXTEL CORPORATION

By:		/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President

Date: February 22, 2006

This excerpt taken from the S 8-K filed Feb 10, 2006.

(c) Exhibits.

The following exhibits are filed with this report:


Exhibit No.		Description
10.1		Form of Award Agreement under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for Timothy M. Donahue

10.2		Form of Award Agreement under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for Gary D. Forsee and Len J. Lauer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SPRINT NEXTEL CORPORATION

/s/ Gary D. Begeman
By:		Gary D. Begeman
		Vice President

Date: February 10, 2006

EXCERPTS ON THIS PAGE:

8-K	May 7, 2008

10-Q	Nov 9, 2006

10-Q	May 5, 2006

8-K	Apr 26, 2006

10-K	Mar 31, 2006

8-K	Mar 6, 2006

8-K	Feb 22, 2006

8-K	Feb 22, 2006

8-K	Feb 10, 2006

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