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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2000
WorldCom, Inc.
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-11258 58-1521612
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
500 Clinton Center Drive
Clinton, Mississippi 39056
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (601) 460-5600
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ITEM 5. OTHER EVENTS.
On May 19, 2000, the Company completed the pricing of a public debt
offering of $5.0 billion principal amount of debt securities. The net proceeds,
which are anticipated to be paid on May 24, 2000, are expected to be
approximately $4.95 billion and will be used to pay down commercial paper. The
public debt offering consists of $1.5 billion of Floating Rate Notes Due 2001
(the "Floating Rate Notes"), which will mature on November 26, 2001, $1.0
billion of 7.875% Notes Due 2003 (the "Notes Due 2003"), which will mature on
May 15, 2003, $1.25 billion of 8.000% Notes Due 2006 (the "Notes Due 2006"),
which will mature on May 15, 2006 and $1.25 billion of 8.250% Notes Due 2010
(the "Notes Due 2010"), which will mature on May 15, 2010 (collectively, with
the Floating Rate Notes, the Notes Due 2003, the Notes 2006 and the Notes Due
2010, the "Notes"). The Floating Rate Notes bear interest payable quarterly on
February 24, May 24, August 24 and November 24, beginning August 24, 2000. The
Notes Due 2003, the Notes Due 2006 and the Notes Due 2010 bear interest payable
semiannually in arrears on May 15 and November 15 of each year, commencing on
November 15, 2000.
The Notes Due 2006 and the Notes Due 2010 will be redeemable, as a
whole or in part, at the option of the Company, at any time or from time to
time, at respective redemption prices equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed or (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined therein) discounted at
the Treasury Rate (as defined therein) plus (a) 25 basis points for the Notes
Due 2006, and (b) 30 basis points for the Notes Due 2010.
The Company is required, subject to certain exceptions and limitations
set forth in the Notes, to pay such additional amounts (the "Additional
Amounts") to the beneficial owner of any Note who is a Non-U.S. Holder (as
defined in the Notes) in order that every net payment of principal and interest
on such Note and any other amounts payable on the Note, after witholding for
certain U.S. taxes, will not be less than the amount provided for in such Note
to be then due and payable. The Notes are also subject to redemption, at the
Company's option, subject to certain conditions specified in the Notes, in the
event the Company has or will become obligated or there is a substantial
probability the Company will or may be required to pay such Additional Amounts.
The offering will only be made by means of a prospectus, which may be
obtained from Salomon Smith Barney Inc., 390 Greenwich Street, New York, New
York, 10013. This Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
state.
ITEM 7(C). EXHIBITS.
See Exhibit Index.
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SIGNATURES
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 hereunto duly authorized.
WORLDCOM, INC.
Date: May 22, 2000 By: /s/ Scott D. Sullivan
---------------------------------------
Scott D. Sullivan
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1.1 Underwriting Agreement dated May 19, 2000, between WorldCom, Inc.
("WorldCom") and Salomon Smith Barney Inc. and the other firms named therein,
acting severally on behalf of themselves as Managers and Underwriters and on
behalf of the other several Underwriters, if any, named in the Terms Agreement
1.2 Terms Agreement, dated May 19, 2000, between WorldCom, and Salomon
Smith Barney Inc. and the other firms named therein, acting severally on behalf
of themselves as Managers and Underwriters and on behalf of the other several
Underwriters named therein
4.1 Form of Floating Rate Note Due 2001
4.2 Form of 7.875% Note Due 2003
4.3 Form of 8.000% Notes Due 2006
4.4 Form of 8.25% Notes Due 2010
4.5 Indenture dated as of May 15, 2000 by and between WorldCom and Chase
Manhattan Trust Company, National Association (incorporated herein by reference
to Exhibit 4.1 to WorldCom's Registration Statement on Form S-3 (File No.
333-34578))
8.1 Opinion of Bryan Cave LLP as to certain tax matters
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Exhibit 1.1
WORLDCOM, INC.
$ 5,000,000,000
Floating Rate Notes due 2001
7.875% Notes due 2003
8.000% Notes due 2006
8.250% Notes due 2010
UNDERWRITING AGREEMENT
May 19, 2000
WorldCom, Inc., a Georgia corporation (the "Company"),
proposes to sell to the several underwriters named in the Terms Agreement dated
the date hereof and relating hereto (the "Underwriters"), for whom you (the
"Managers") are acting as representatives, the principal amount of its
securities identified in such Terms Agreement (the "Securities" or the "Offered
Securities"), to be issued under an indenture (the "Indenture") dated as of May
15, 2000 between the Company and Chase Manhattan Trust Company, National
Association, as trustee (the "Trustee"). To the extent there are no additional
Underwriters listed in the Terms Agreement other than you, the term Managers as
used herein shall mean you, as Underwriters, and the terms Managers and
Underwriters shall mean either the singular or plural as the context requires.
The term "you" or "your" as used herein, unless the context
otherwise requires, shall mean such of the parties to whom this Underwriting
Agreement is addressed as are named in the applicable Terms Agreement.
The Company has filed with the Securities and Exchange
Commission (the "Commission"), in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(herein referred to collectively as the "Act"), registration statement (File No.
333-34578) on Form S-3, including a prospectus relating to the Securities, and
has filed or proposes to file with the Commission a prospectus supplement or
supplements specifically relating to the Offered Securities pursuant to Rule 424
under the Act in the form furnished by the Company to the Managers or, to the
extent not completed at the time of execution of the Terms Agreement, in such
form as the Company and the Managers shall have agreed to at such time. The term
"Registration Statement" means the registration statement, as amended to the
date of the Terms Agreement. The term "Basic Prospectus" means the prospectus
included in the Registration
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Statement. The term "Prospectus" means the Basic Prospectus together with the
prospectus supplement (other than a preliminary prospectus supplement)
specifically relating to the Offered Securities in the form first used to
confirm sales of the Offered Securities. The term preliminary prospectus means a
preliminary prospectus supplement specifically relating to the Offered
Securities, together with the Basic Prospectus. As used herein, the terms
"Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary
prospectus" shall include, in each case, the material, if any, incorporated by
reference therein.
The Company and the Underwriters agree as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to each of the Underwriters that:
(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.
(b) (i) Each document, if any, filed or to be filed pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder, (ii) each part of the Registration
Statement, when such part became effective, did not contain, and each such part,
as amended or supplemented, if applicable, will not contain any 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, (iii) the
Registration Statement and the Prospectus comply, and, as amended or
supplemented, if applicable, will comply in all material respects with the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the applicable rules and regulations of the Commission thereunder and (iv) the
Prospectus does not contain and, as amended or supplemented, if applicable, will
not, as of the applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that the Company makes no representations or warranties as to (A) the
information contained in or omitted from the Registration Statement, or the
Prospectus (or any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through the Managers specifically for use in connection with the
preparation of the Registration Statement or
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the Prospectus (or any supplement thereto) or (B) to that part of the
Registration Statement that constitutes the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act.
(c) No action has been taken and no statute, rule, regulation
or order has been enacted, adopted or issued by any governmental agency or body
that prevents the issuance of the Offered Securities, suspends the
effectiveness of the Registration Statement, prevents or suspends the use of
any preliminary prospectus, or suspends the sale of the Offered Securities in
any jurisdiction referred to in Section 4(f) below; PROVIDED, HOWEVER, that to
the extent this representation relates to state securities or "blue sky" laws
and laws of jurisdictions other than the United States and its political
subdivisions, it shall be limited to the knowledge of the Company. No
injunction, restraining order or order of any nature by a Federal or state court
of competent jurisdiction has been issued and served on the Company or any of
the Subsidiaries (as defined in Section l(e) below) with respect to the Company
or any of the Subsidiaries that would prevent or suspend the issuance or sale of
the Offered Securities, the effectiveness of the Registration Statement, or the
use of any preliminary prospectus in any jurisdiction referred to in Section
4(f) below.
(d) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, except as set forth
in the Prospectus, neither the Company nor any of the Subsidiaries has incurred
any liabilities or obligations, direct or contingent, which are material to the
Company and the Subsidiaries taken as a whole, nor entered into any material
transaction not in the ordinary course of business, and there has not been,
singularly or in the aggregate, any material adverse change, in the properties,
business, results of operations, financial condition, affairs or business
prospects of the Company and its Subsidiaries taken as a whole (a "Material
Adverse Change"). Without limiting the foregoing, neither the Company nor any of
its Subsidiaries has sustained since the date of the latest audited financial
statements included, or incorporated by reference, in the Prospectus any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus, except as
set forth in the Prospectus, there has not been any material change in the
capital stock or long-term debt of the Company or any of the Subsidiaries.
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(e) The Company and each of its Significant Subsidiaries (as
defined in Rule 1-02(a) of Regulation S-X promulgated under the Act)
(individually a "Subsidiary" and collectively, the "Subsidiaries")(i) has been
duly organized and is validly existing as a corporation in good standing under
the laws of its jurisdiction of organization, (ii) has the requisite corporate
power and authority to carry on its business as it is currently being conducted
and as described in the Prospectus, and to own, lease and operate its properties
and (iii) is duly qualified and is authorized to do business and is in good
standing in each jurisdiction where the operation, ownership or leasing of
property or the conduct of its business requires such qualification, except
where any failure to be so qualified would not, singularly or when aggregated
with failures to be qualified elsewhere, have a material adverse effect on the
properties, business, results of operations, financial condition, affairs or
business prospects of the Company and its Subsidiaries taken as a whole (a
"Material Adverse Effect"). The Company has the requisite power and authority to
authorize the offering of the Offered Securities to be sold by it, to execute,
deliver and perform this Underwriting Agreement and to issue, sell and deliver
the Offered Securities to be sold by it.
(f) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and are fully paid and non-assessable. All
of the issued and outstanding shares of capital stock of each Subsidiary have
been duly and validly authorized and issued, are fully paid and non-assessable
and (except as set forth or contemplated in the Prospectus) are owned, directly
or through subsidiaries, by the Company, free and clear of any liens, claims or
encumbrances ("Liens"). There are no outstanding subscriptions, rights,
warrants, options, calls, convertible securities, commitments of sale or Liens
related to or entitling any person to purchase or otherwise to acquire any
shares of the capital stock of any Subsidiary, except as set forth or
contemplated in the Prospectus.
(g) The Company has all requisite corporate power and
authority to execute, issue and deliver the Offered Securities and to execute
and deliver the Indenture and to incur and perform its obligations provided for
therein.
(h) This Underwriting Agreement has been duly authorized and
validly executed and delivered by the Company.
(i) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company, and constitutes the valid and legally
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binding obligation of the Company enforceable against the Company in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.
(j) The Offered Securities have been duly authorized, and,
when executed by the Company and authenticated by the Trustee in accordance
with the terms of the Indenture, and delivered to and duly paid for by the
Underwriters in accordance with the terms of this Underwriting Agreement and
the Terms Agreement, will be entitled to the benefits of the Indenture and will
conform in all material respects to the description thereof in the Prospectus
and will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with the terms hereof, subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
(k) The execution and delivery of this Underwriting Agreement,
the issuance and sale of the Offered Securities, the performance by the Company
of this Underwriting Agreement and the Indenture, and the consummation of the
other transactions herein contemplated will not (i) conflict with or result in a
breach or violation of any of the respective charters or by-laws of the Company
or any of the Subsidiaries or (ii) after giving effect to the waivers and
consents obtained on or prior to the date hereof, if any, conflict with or
result in a breach or violation of any term or provision of, constitute a
default or cause an acceleration of any obligation under, or result in the
imposition or creation of (or the obligation to create or impose) a Lien with
respect to, any bond, note, debenture or other evidence of indebtedness or any
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company or any of the Subsidiaries is a party or by which it or any of them is
bound, or to which any properties of the Company or any of the Subsidiaries is
subject, or (iii) contravene any order of any court or governmental agency or
body having jurisdiction over the Company or any of the Subsidiaries or any of
their properties, or violate or conflict with any statute, rule or regulation
or administrative or court decree applicable to the Company or any of the
Subsidiaries, or any of their respective properties. No authorization, approval
or consent or order of, or filing, registration or qualification with, any
court or governmental body or agency is required in connection with the
transactions contemplated by this Underwriting Agreement, except as may be
required by and made with or obtained from the National Association of
Securities Dealers, Inc. (the "NASD") or state
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securities or "blue sky" laws or regulations or have been obtained and made
under the Act.
(l) There is no action, suit or proceeding before or by any
court, arbitrator or governmental official, agency or body, domestic or foreign,
pending against or affecting the Company or any of the Subsidiaries, or any of
their respective properties, that is required to be disclosed in the Prospectus
and is not so disclosed, or that, if determined adversely, is reasonably
expected to affect adversely the issuance of the Offered Securities or in any
manner draw into question the validity of this Underwriting Agreement or the
Offered Securities or to result, singularly or when aggregated with other
pending actions and actions known to be threatened, in a Material Adverse
Effect, or that is reasonably expected to materially and adversely affect the
consummation of the transactions contemplated hereby, and to the best of the
Company's knowledge, no such proceedings are contemplated or threatened. No
contract or document of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the Registration
Statement is not so described or filed.
(m) The firm of accountants that has certified or shall
certify the applicable consolidated financial statements and supporting
schedules of the Company filed or to be filed as part of the Registration
Statement or the Prospectus are independent public accountants with respect to
the Company and its subsidiaries, as required by the Act. The consolidated
historical statements and any pro forma information, together with related
schedules and notes, if any, included in the Registration Statement or the
Prospectus comply as to form in all material respects with the requirements of
the Act. Such historical financial statements fairly present the consolidated
financial position of the Company and its Subsidiaries at the respective dates
indicated and the results of their operations and their cash flows for the
respective periods indicated, in accordance with generally accepted accounting
principles ("GAAP"), except as otherwise expressly stated therein, as
consistently applied throughout such periods. Such pro forma information has
been prepared on a basis consistent with such historical financial statements,
except for the pro forma adjustments specified therein, and gives effect to
assumptions made on a reasonable basis and fairly presents and gives effect to
the transactions described therein pertaining to such pro forma information. The
other financial and statistical information and data included in the Prospectus
and in the Registration Statement, historical and pro forma, are, in all
material respects, accurately presented and prepared on a basis
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consistent with such financial statements and the books and records of the
Company.
(n) Each of the Company and the Subsidiaries has all
certificates, consents, exemptions, orders, permits, licenses, authorizations,
or other approvals (each, an "Authorization") of and from, and has made all
declarations and filings with, all Federal, state, local and other governmental
authorities, all self-regulatory organizations and all courts and other
tribunals, necessary or required to own, lease, license and use its properties
and assets and to conduct its business in the manner described in the
Prospectus, except to the extent that the failure to obtain or file any such
Authorizations would not, singularly or in the aggregate, reasonably be expected
to have a Material Adverse Effect. All such Authorizations are in full force and
effect with respect to the Company and the Subsidiaries, and the Company and the
Subsidiaries are in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of the
regulatory authorities and governing bodies having jurisdiction with respect
thereto.
(o) Except as disclosed in the Prospectus, no holder of any
security of the Company has or will have any right to require the registration
of such security by virtue of the filing of the Registration Statement or any
transactions contemplated by this Underwriting Agreement other than any such
right that has been expressly waived in writing. No holder of any of the
outstanding shares of capital stock of the Company or other person is entitled
to preemptive or other rights to subscribe for the Offered Securities.
(p) The Company has not (i) taken, directly or indirectly, any
action designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Offered Securities or (ii) sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Offered Securities, or (iii) paid
or agreed to pay to any person any compensation for soliciting another to
purchase any other securities of the Company.
SECTION 2. DELIVERY AND PAYMENT. The several commitments of
the Underwriters to purchase, and the obligation of the Company to sell,
Securities pursuant to any Terms Agreement shall be deemed to have been made on
the basis of the representations and warranties herein contained and shall be
subject to the terms and conditions herein set forth.
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Payment for the Offered Securities shall be made by the
several Underwriters of the Offered Securities through the Managers by a wire
transfer in Federal Funds or other same day funds at the time and place set
forth in the Terms Agreement, upon delivery to the Managers for the respective
accounts of the several Underwriters of the Offered Securities registered in
such names and in such denominations as the Managers shall request not less than
two full business days prior to the date of delivery. The time and date of such
payment and delivery with respect to the Offered Securities are herein referred
to as the Closing Date.
SECTION 3. OFFERING BY UNDERWRITERS. The Company is advised by
the Managers that the Underwriters propose to make a public offering of their
respective portions of the Offered Securities as soon after this Underwriting
Agreement and the related Terms Agreement are entered into as in the Managers'
judgment is advisable. The terms of the public offering of the Offered
Securities are set forth in the Prospectus.
SECTION 4. AGREEMENTS. The Company agrees with the several
Underwriters, and in the case of paragraphs (g) and (h) of this Section 4, the
Underwriters agree with the Company:
(a) If not already effective, the Company will use its best
efforts to cause the Registration Statement, and any amendment thereof, to be
declared effective by the Commission. Prior to the termination of the offering
of the Offered Securities, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus without the prior consent
of the Managers, which consent shall not be unreasonably withheld. Subject to
the foregoing sentence, if filing of the Prospectus is required under Rule
424(b), the Company will cause the Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period prescribed and will provide
evidence satisfactory to the Managers of such timely filing. The Company will
promptly advise the Managers (i) when the Registration Statement, and any
amendment thereto shall have become effective, (ii) when the Prospectus, and any
supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the
Offered Securities, any amendment to the Registration Statement shall have been
filed or become effective, (iv) of any request by the Commission for any
amendment of the Registration Statement or supplement to the Prospectus or for
any additional information, (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the Company
becoming aware of the institution or threatening of any proceeding for that
purpose
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and (vi) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Offered Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) As soon as practicable, the Company will make generally
available to its security holders and to the Managers, an earnings statement or
statements of the Company and its Subsidiaries which will satisfy the provisions
of Section 11(a) of the Act and Rule 158 under the Act.
(c) To furnish the Managers, without charge, two manually or
facsimile signed copies of the Registration Statement (including exhibits
thereto and documents incorporated therein by reference) and, during the period
mentioned in paragraph (e) below, as many copies of the Prospectus, any
documents incorporated therein by reference, and any supplements and amendments
thereto as the Managers may reasonably request. The Company agrees to timely
file the Prospectus pursuant to Rule 424 and to provide the Managers with
evidence of such filing. The terms "supplement" and "amendment" or "amend" as
used in this Underwriting Agreement shall include all documents subsequently
filed by the Company with the Commission pursuant to the Exchange Act that are
deemed to be incorporated by reference in the Prospectus.
(d) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish the Managers a copy of each such
proposed amendment or supplement and to file no such proposed amendment or
supplement to which the Managers reasonably objects in writing; PROVIDED that
the foregoing shall not apply to amendments or supplements that relate to
securities registered under the Registration Statement that are not Offered
Securities.
(e) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then supplemented would include any 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, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus to comply with the Act or the rules
thereunder, the Company will promptly prepare and file with the Commission,
subject to the second sentence of paragraph (a) of this Section 4, an amendment
or supplement which will correct such statement or omission or effect such
compliance.
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(f) The Company will cooperate with the Managers and counsel
for the Managers in connection with endeavoring to obtain qualification of the
Offered Securities for sale under the laws of such United States jurisdictions
as the Managers may designate and such foreign jurisdictions as to which the
Company and the Managers mutually agree, will maintain such qualifications in
effect so long as required for the distribution of the Offered Securities, and
will pay the fee of the NASD, if any, in connection with its review of the
offering; PROVIDED, HOWEVER, that the Company shall not be required to file any
GENERAL consent to service of process or to qualify as a foreign corporation or
as a dealer in securities in any jurisdiction in which it is not so qualified or
to subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject.
(g) Each Underwriter agrees with the Company that it has not
offered or sold, and agrees not to offer or sell, any of the Securities,
directly or indirectly, in Canada or any other foreign jurisdiction in
contravention of the securities laws of Canada or any province or territory
thereof or such foreign jurisdiction, as the case may be, and, without limiting
the generality of the foregoing, represents that any offer of the Securities in
Canada will be made only pursuant to an exemption from the requirement to file a
prospectus in the province or territory of Canada in which such offer is made.
Each Underwriter further agrees to send to any dealer who purchases from it any
of the Securities a notice stating in substance that, by purchasing such
Securities, such dealer represents and agrees that it has not offered or sold,
and will not offer or sell, directly or indirectly, any of such Securities in
Canada or to, or for the benefit of, any resident of Canada in contravention of
the securities laws of Canada or any province or territory thereof and that any
offer of Securities in Canada will be made only pursuant to an exemption from
the requirement to file a prospectus in the province or territory of Canada in
which such offer is made, and that such dealer will deliver to any other dealer
to whom it sells any of the Securities a notice containing substantially the
same statement as is contained in this sentence.
(h) Whether or not the transactions contemplated herein are
consummated, the Underwriters agree with the Company that they will pay the
reasonable fees incurred in connection with (i) the printing and distribution of
the preliminary prospectus and any Prospectus and (ii) the production and
delivery of the letters referred to in Paragraph 5(j) hereof.
(i) During the period beginning on the date of this
Underwriting Agreement and continuing to and including the
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Closing Date or such other date as may be specified in the Terms Agreement, not
to offer, sell, contract to sell or otherwise dispose of any securities of the
Company that are similar to the Offered Securities as to maturity (other than
the Offered Securities) without the prior written consent of the Managers. The
foregoing shall not restrict the Company from borrowings under new or existing
revolving credit agreements and lines of credit and issuances of commercial
paper or interest rate swaps.
SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The
several obligations of the Underwriters to purchase and pay for the Offered
Securities hereunder are subject to the following conditions:
(a) That, at the Closing Date, the Company shall have
furnished to the Managers (i) an opinion of counsel of P. Bruce Borghardt or
another attorney authorized as legal representative of the Company, addressed to
the Managers and dated the Closing Date, in substantially the form previously
approved by the Managers and (ii) an opinion of Bryan Cave LLP or other special
counsel addressed to the Managers and dated the Closing Date, in substantially
the form previously approved by the Managers.
(b) That, at the Closing Date, the Company shall have
furnished an opinion of MICHAEL H. SALSBURY or another attorney competent to
opine on regulatory matters and authorized to act as legal representative of the
Company, addressed to the Managers and dated the Closing Date, in substantially
the form previously approved by the Managers.
(c) That, at the Closing Date, the Managers shall have
received an opinion of counsel for the Underwriters, addressed to the Managers
and dated the Closing Date, in a form reasonably acceptable to them.
(d) That the representations and warranties of the Company in
this Underwriting Agreement are true and correct in all material respects on the
Closing Date with the same effect as if made on the Closing Date and the Company
shall have complied in all material respects with all the agreements and
satisfied in all material respects all the conditions on its part to be
performed or satisfied at or prior to the Closing Date.
(e) That no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Company's knowledge, threatened.
(f) That subsequent to the execution and delivery of this
Underwriting Agreement and prior to the Closing Date, there
<PAGE>
shall not have occurred any downgrading, nor shall any notice have been given to
the Company of (A) any intended or potential downgrading or (B) any review or
possible change that does not indicate the direction of a possible change, in
the rating accorded any of the Company's securities by either of Standard &
Poor's Ratings Group or Moody's Investors Service, Inc.
(g) Since the date of the most recent financial statements
included in the Prospectus, there has been no Material Adverse Change, whether
or not arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Prospectus.
(h) That, at the Closing Date, there shall not have been (i)
any change or decrease specified in the letter or letters referred to in
paragraph (j) of this Section 5 or (ii) any change, or any development involving
a prospective change, in or affecting the business or properties of the Company
and the Subsidiaries the effect of which, in any case referred to in clause (i)
or (ii) above, is, in the judgment of the Managers, so material and adverse as
to make it impractical or inadvisable to proceed with the public offering or the
delivery of the Securities as contemplated by the Registration Statement and the
Prospectus.
(i) That, at the Closing Date, the Company shall have
furnished to the Managers a certificate of the Company, signed by the Chairman
of the Board or the President and the principal financial or accounting officer
of the Company, each in his official capacity as an officer of the Company and
not as an individual, dated the Closing Date, to the effect of subparagraphs (d)
through (g) of this Section 5.
(j) That, at the date on which the Terms Agreement is
executed and delivered and at the Closing Date, Arthur Andersen LLP, the
Company's independent public accountants shall have furnished to the Managers a
letter or letters, dated respectively as of the date of the applicable Terms
Agreement (unless otherwise specified therein) and the Closing Date, in
substantially the form previously approved the Managers and the Company.
(k) That the Company shall have delivered to the Managers and
its counsel such documents as they may reasonably request relating to the
issuance and sale of the Offered Securities or otherwise related to the matters
contemplated hereby.
If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and
<PAGE>
as provided in this Underwriting Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Underwriting Agreement shall
not be in all material respects reasonably satisfactory in form and substance
to the Managers and its counsel, this Underwriting Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, each Closing Date by the Managers. Notice of such cancelation shall be
given to the Company in writing or by telephone or telegraph confirmed in
writing.
SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the
sale of the Offered Securities provided for herein is not consummated for any
reason (other than a breach by any Underwriter of its obligations hereunder or a
termination pursuant to Section 9 hereof), the Company will reimburse the
Underwriters severally, upon demand, for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Offered Securities. If the sale of the Offered Securities provided for herein
is consummated or such sale is not consummated due to a breach by any
Underwriter of its obligations hereunder or because of a termination pursuant to
Section 9 hereof, the Underwriters will be responsible for all out-of-pocket
expenses that shall have been incurred by them in connection with the purchase
and sale of the Offered Securities.
SECTION 7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company
agrees to indemnify and hold harmless each Underwriter and each person who
controls any Underwriter within the meaning of the Act against any and all
losses, claims, expenses, 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, expenses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any Basic Prospectus or any preliminary
prospectus, 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, in the light of the circumstances in which they
were made, 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, (i) the Company will not be liable in
any such case to the extent that any such loss, claim, damage
<PAGE>
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 Underwriter through the Managers specifically for use in
connection with the preparation thereof, and (ii) such indemnity with respect to
any Basic Prospectus or preliminary prospectus shall not inure to the benefit of
any Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the Offered
Securities which are the subject thereof if such person did not receive a copy
of the Prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) at or prior to the confirmation
of the sale of such Offered Securities to such person in any case where such
delivery is required by the Act and the untrue statement or omission of a
material fact contained in such Basic Prospectus or preliminary prospectus was
corrected in the Prospectus (as so amended or supplemented). This indemnity
agreement is in addition to any liability which the Company may otherwise have.
(b) Each of the Underwriters severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the Company within the
meaning of the Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to written information
furnished to the Company by or on behalf of such Underwriter through the
Managers specifically for use in the preparation of the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the last paragraph of the cover page regarding
delivery of the Securities and under the heading "Underwriting" in any
Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in any Preliminary Prospectus or the Prospectus, and the Managers confirm that
such statements are accurate and complete.
(c) Promptly after receipt by an indemnified party under this
Section 7 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 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 7. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the
<PAGE>
indemnifying party will be entitled to appoint counsel satisfactory to such
indemnified party to represent the indemnified party in such action (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); PROVIDED, HOWEVER, that if the defendants in 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, the
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of its election
so to appoint counsel to defend such action and approval by the indemnified
party of such counsel, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel (plus any local counsel), approved by the
Managers in the case of paragraph (a) of this Section 7, representing the
indemnified parties under such paragraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) or (b)
of this Section 7 is due in accordance with its terms but is for any reason held
by a court to be unavailable, the Company and the Underwriters severally agree
to contribute to the aggregate losses, claims, expenses, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively, the "Losses") to which the
Company and one or more of the Underwriters may be subject (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of
the Securities or (ii) if the
<PAGE>
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, demands or liabilities as
well as any other relevant equitable considerations. For the purposes of this
Paragraph 7(d), the relative benefits received by the Company on the one hand
and each Underwriter on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by such Underwriter, in each case as set forth on the cover page of the final
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (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. The Company and
the Underwriters agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation which
does not take account of the equitable considerations referred to above. For
purposes of this Section 7, each person who controls an Underwriter within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to contribution
as such Underwriter, 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). The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this paragraph
(d),
<PAGE>
notify such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under this paragraph (d).
SECTION 8. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the Offered Securities
agreed to be purchased by such Underwriter or Underwriters hereunder, and such
failure to purchase shall constitute a default in the performance of its or
their obligations under this Underwriting Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Offered Securities each remaining Underwriter
has agreed to purchase bears to the aggregate amount of Offered Securities all
the remaining Underwriters have agreed to purchase) the Offered Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase;
PROVIDED, HOWEVER, that in the event that the aggregate amount of Offered
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase shall exceed 10% of the aggregate amount of Offered Securities the
Underwriters agreed to purchase, the remaining underwriters shall have the right
to purchase all, but shall not be under any obligation to purchase any, of the
Offered Securities, and if such non-defaulting Underwriters do not purchase all
the Offered Securities, this Underwriting Agreement will terminate without
liability to any non-defaulting Underwriter or the Company. In the event of a
default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven days, as the Managers
shall determine. Nothing contained in this Underwriting Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
non-defaulting Underwriter for damages occasioned by its default hereunder.
SECTION 9. TERMINATION. This Underwriting Agreement shall be
subject to termination in the absolute discretion of the Managers, by notice
given to the Company prior to a Closing Date if prior to such time (i) trading
in the Offered Securities or in the Common Stock of the Company, par value $.01
(the "Common Stock"), shall have been suspended by the Commission or the
National Association of Securities Dealers Automated Quotation National Market
System or trading in securities generally on the New York Stock Exchange shall
have been suspended or limited or minimum prices shall have been established on
such Exchange (other than minimum prices in effect on the date hereof), (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities, (iii) there shall have occurred any outbreak or material escalation
of hostilities or other calamity
<PAGE>
or crisis the effect of which on the financial markets of the United States is
such as to make it, in the judgment of the Managers, impracticable to market the
Offered Securities, or (iv) there shall have been any decrease in the rating of
any of the Company's debt securities or preferred stock by any "Nationally
Recognized Statistical Rating Organization" (as defined for purposes of Rule
436(g) under the Act) or any written or public notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.
SECTION 10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Underwriting Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or the Company or any of the officers, directors or controlling persons referred
to in Section 7 hereof, and will survive delivery of and payment for the Offered
Securities. The provisions of Sections 6 and 7 hereof shall survive the
termination or cancelation of this Underwriting Agreement.
SECTION 11. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Managers, will be
mailed, delivered or sent by facsimile and confirmed to them, at the address
indicated in the Terms Agreement; or, if sent to the Company, will be mailed,
delivered or sent by facsimile and confirmed to it at 500 Clinton Center Drive,
Clinton, Mississippi 39056, to the attention of the Chief Financial Officer.
SECTION 12. SUCCESSORS. This Underwriting Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and controlling persons
referred to in Section 7 hereof, and no other person will have any right or
obligation hereunder.
SECTION 13. APPLICABLE LAW. This Underwriting Agreement will
be governed by and construed in accordance with the substantive laws of the
State of New York.
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 Underwriters.
<PAGE>
Very truly yours,
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
-----------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first specified above.
SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
LEHMAN BROTHERS INC.
BLAYLOCK & PARTNERS, L.P.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
UBS WARBURG LLC
By: /s/ Tim Davies
----------------------------
SALOMON SMITH BARNEY INC.
Name: Tim Davies
Title: Managing Director
Acting severally on
behalf of themselves as
Managers and Underwriters
and on behalf of the other
several Underwriters,
if any, named in the Terms
Agreement relating to the
foregoing Agreement.
TERMS AGREEMENT
WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
May 19, 2000
Dear Sirs:
<PAGE>
We (the "Managers") understand that WorldCom, Inc., a Georgia
corporation (the "Company"), proposes to issue and sell to the several
underwriters named below (the "Underwriters") $1,500,000,000 aggregate principal
amount of its Floating Rate Notes due 2001 (the "2001 Notes"), $1,000,000,000
aggregate principal amount of its 7.875% Notes due 2003 (the "2003 Notes"),
$1,250,000,000 aggregate principal amount of its 8.000% Notes due 2006 (the
"2006 Notes") and $1,250,000,000 aggregate principal amount of its 8.250% Notes
due 2010 (the "2010 Notes") (collectively, the "Offered Securities").
Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell all of the offered
Securities, and each of the Underwriters named below agrees, severally and not
jointly, to purchase the respective principal amount of Offered Securities set
forth opposite its name below, in the case of the 2001 Notes at a purchase price
of 99.850% of the principal amount of such securities, in the case of the 2003
Notes at a purchase price of 99.291% of the principal amount of such securities,
in the case of the 2006 Notes at a purchase price of 98.560% of the principal
amount of such securities, in the case of the 2010 Notes at a purchase price of
98.039% of the principal amount of such securities, plus accrued interest, if
any, from May 24, 2000 to the date of payment and delivery.
<TABLE>
<CAPTION>
Principal Principal Principal Principal
Amount of 2001 Amount of 2003 Amount of 2006 Amount of 2010
Name Notes Notes Notes Notes
---- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Salomon Smith Barney Inc. $600,000,000 $400,000,000 $518,750,000 $484,375,000
J.P. Morgan Securities Inc. 450,000,000 300,000,000 375,000,000 375,000,000
Banc of America Securities LLC 112,500,000 75,000,000 93,750,000 93,750,000
Chase Securities Inc. 112,500,000 75,000,000 93,750,000 93,750,000
Lehman Brothers Inc. 112,500,000 75,000,000 93,750,000 93,750,000
Blaylock & Partners, L.P. 22,500,000 15,000,000 18,750,000 18,750,000
Credit Suisse First Boston
Corporation 22,500,000 15,000,000 18,750,000 18,750,000
Deutsche Bank Securities Inc. 22,500,000 15,000,000 0 34,375,000
Goldman, Sachs & Co. 22,500,000 15,000,000 18,750,000 18,750,000
UBS Warburg LLC 22,500,000 15,000,000 18,750,000 18,750,000
Total $1,500,000,000 $1,000,000,000 $1,250,000,000 $1,250,000,000
</TABLE>
The Underwriters will pay for such offered Securities upon
delivery thereof at the offices of Cravath, Swaine & Moore,
<PAGE>
825 Eighth Avenue, New York, New York, at 10:00 a.m, (New York time) on May 24,
2000 or at such other time, not later than 10:00 a.m. (New York time), on such
date as shall be jointly designated by the Underwriters and the Company.
The Offered Securities shall have the terms set forth in the
Prospectus dated May 12, 2000 (the "Prospectus"), and the Prospectus Supplement
dated May 19, 2000 (the "Prospectus Supplement"), including the following:
Maturity Date: 2001 Notes -- November 26, 2001; 2003 Notes -- May 15, 2003; 2006
Notes -- May 15, 2006; 2010 Notes -- May 15, 2010;
Interest Rate: 2001 Notes -- 3-Month LIBOR plus 23 basis points; 2003 Notes --
7.875%; 2006 Notes -- 8.000%; 2010 Notes -- 8.250%;
Redemption Provisions: The Notes due 2006 and the Notes due 2010 will be
redeemable, as a whole or in part, at the option of the Company, at any time or
from time to time, on at least 30 days but not more than 60 days prior notice at
respective redemption prices equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments discounted on a semiannual basis at the treasury
rate plus (a) 25 basis points for the 2006 Notes, or (b) 30 basis points for the
2010 Notes, plus in each case accrued interest to the date of redemption.
Interest Payment Dates: For the 2003 Notes, 2006 Notes and the 2010 Notes -- May
15 and November 15, commencing November 15, 2000. For the 2001 Notes -- February
24, May 24, August 24 and November 24, commencing August 24, 2000.
Form and Denomination: The offered Notes initially will be represented by one
or more global securities deposited with the Depository Trust Company and
registered in the name of the nominee thereof. Each of the Notes will be
available for purchases in denominations of $1,000 and integral multiples
thereof, in book-entry form only.
Senior or Subordinated: Senior
Other Terms: Each of the Underwriters has represented and agreed that it has not
and will not offer, sell or deliver any of the Notes directly or indirectly, or
distribute this Prospectus Supplement or the Prospectus or any other offering
material relating to the Notes, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and
regulations thereof and that will not impose any
<PAGE>
obligations on the Company, except as set forth herein. In particular, each
underwriter has represented and agreed that:
1. It has not offered or sold and will not offer or sell any Notes to
persons in the United Kingdom prior to the expiry of the period of six months
from the issue date of the Notes except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995.
2. It has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the issue of
the Notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom such document may otherwise lawfully be
issued or passed on.
3. It has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in relation
to any Notes in, from or otherwise involving the United Kingdom.
4. It will not offer or sell any Notes directly or indirectly in Japan
or to, or for the benefit of any Japanese person or to others, for re-offering
or resale directly or indirectly in Japan or to any Japanese person except
under circumstances which will result in compliance with all applicable laws,
regulations and guidelines promulgated by the relevant governmental and
regulatory authorities in effect at the relevant time. For purposes of this
paragraph, "Japanese person" shall mean any person resident in Japan, including
any corporation or other entity organized under the laws of Japan.
All communications with the Underwriters will be in writing
and effective only upon receipt, and will be mailed, delivered or telegraphed
and confirmed to them in care of Salomon Smith Barney Inc., General Counsel (fax
no.: (212) 816-7071), 388 Greenwich Street, New York, New York, 10013.
All provisions of the Underwriting Agreement dated May 19,
2000, among WorldCom and the Underwriters (the "Standard Provisions"), are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this agreement to the same extent as if such provisions had been set
forth in full herein.
<PAGE>
Please confirm your agreement by having an authorized officer
sign a copy of this agreement in the space set forth below and returning the
signed copy to us.
Very truly yours,
SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
LEHMAN BROTHERS INC.
BLAYLOCK & PARTNERS, L.P.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
UBS WARBURG LLC
By: /s/ Tim Davies
----------------------------------
SALOMON SMITH BARNEY INC.
Name: Tim Davies
Title: Managing Director
Acting severally on behalf
of themselves as Managers
and Underwriters and on
behalf of the other several
Underwriters named above.
Accepted on the date set forth above:
WORLDCOM, INC,
By: /s/ Scott D. Sullivan
----------------------------------
Name: Scott D. Sullivan
Title: Chief Financial Officer
<PAGE>
EXHIBIT 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO WORLDCOM, INC. (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS ONE OF THE GLOBAL SECURITIES REFERRED TO IN THE INDENTURE
DESCRIBED HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY
SUCCESSOR DEPOSITARY.
WORLDCOM, INC.
FLOATING RATE NOTE DUE 2001
PRINCIPAL AMOUNT NO. R-_
________________ CUSIP 98157D AA 4
ISIN NO.: US98157DAA46
WORLDCOM, INC., a corporation duly organized and existing under the laws of
the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ___________________ DOLLARS on November 26, 2001 (the "Stated
Maturity"), and to pay interest thereon from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid, from and including May 24, 2000, payable in
arrears on February 24, May 24, August 24 and November 24 and at Maturity (each,
an "Interest Payment Date"), commencing on August 24, 2000. The rate of interest
payable from time to time in respect of the Notes (the "Rate of Interest") will
be a floating rate subject to adjustment on a quarterly basis and determined by
reference to LIBOR for three-month U.S. dollar deposits, determined as described
below, plus a spread of 0.23% per annum. The interest so payable, and paid or
duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth calendar day
(whether or not a Business Day) next preceding such Interest Payment Date at the
office or agency of the Trustee maintained for such purpose in the City of New
York, New York; provided, that interest payable at Maturity will be payable to
the registered Noteholder to whom principal is payable.
Except as otherwise provided in the Indenture, any such interest not so paid
or duly provided for shall forthwith cease to be payable to the Holder on the
related Regular Record Date and may either be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes (as
defined below) not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.
If any Interest Payment Date, any Redemption Date, the Stated Maturity or the
Maturity shall not be a Business Day (as hereinafter defined), payment of the
amount due on this Note on such date may be made on the next succeeding Business
Day; and, if such payment is made or duly provided for on such
<PAGE>
Business Day, no interest shall accrue on such amounts for the period from and
after such Interest Payment Date, such Redemption Date, the Stated Maturity, or
the Maturity as the case may be, to such Business Day.
Payment of the principal of (and premium, if any) and interest on this Note at
Maturity shall be made upon presentation hereof at the office or agency of the
Company, one of which will be maintained in Pittsburgh, Pennsylvania (which
initially will be the Corporate Trust Office of Chase Manhattan Trust Company,
National Association, in Pittsburgh, Pennsylvania) or at such other office or
agency permitted under the Indenture, including the office or agency of the
Company maintained for such purpose in the City of New York, New York. Payment
of the principal of (and premium, if any) and interest on this Note shall be
payable in immediately available funds; provided however, that payment of
interest may be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register. Payment of the principal of (and premium, if any) and interest, if
any, on this Note, as aforesaid, shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts. Interest payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be, with
respect to the portion of this Note held for its account by Cede & Co. or a
successor depositary, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of this Note to the
accounts of the beneficial owners hereof.
This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's Floating Rate Notes Due 2001,
initially in the aggregate principal amount of $1,500,000,000 (herein called the
"Notes" or the "Securities"), issued under an Indenture dated as of May 15, 2000
(such Indenture as originally executed and delivered and as hereafter
supplemented or amended, together with the Board Resolution setting forth
certain terms of the Notes adopted on May 19, 2000 and delivered to the Trustee
by the Company pursuant to Section 301 of such Indenture, being herein called
the "Indenture") from the Company to Chase Manhattan Trust Company, National
Association, as trustee (herein called the "Trustee," which term includes any
other successor trustees under the Indenture), to which Indenture, all
indentures supplemental thereto and all Board Resolutions relating thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. All capitalized terms used in this Note which
are not defined herein shall have the meaning assigned to them in the Indenture.
The Notes do not have the benefit of any sinking fund obligations.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Company's obligations under this Note and under the covenants provided in
the Indenture are subject to defeasance and discharge as provided in the
Indenture.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
--------------------------------
2
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
WORLDCOM, INC.
Attested:
________________________ By:__________________________
Secretary President and
Chief Executive Officer
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
Dated: May 24, 2000 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
Authorized Representative
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WORLDCOM, INC.
FLOATING RATE NOTE DUE 2001
The Rate of Interest shall be determined in accordance with the following
provisions:
(i) At approximately 11:00 a.m. (London time) on the second day on which
commercial banks are open for business, including dealings in deposits in U.S.
dollars in London (or, for purposes of paragraph (iii)(B) below, New York),
prior to the commencement of the Interest Period (defined below) for which
such rate will apply (each such day an "Interest Determination Date") The
Chase Manhattan Trust Company, National Association, as the calculation agent,
or its successors in this capacity (the "Calculation Agent") will calculate
the rate of interest (the "Rate of Interest") for such Interest Period as,
subject to the provisions described below, the rate per annum equal to 0.23%
above the rate appearing on the Dow Jones Telerate Page 3750 (or such other
page as may replace that page on the Dow Jones Telerate Service) for
three-month U.S. dollar deposits in the London inter-bank market on such
Interest Determination Date. The period beginning on, and including, May 24,
2000, and ending on, but excluding, the first Interest Payment Date and each
successive period beginning on, and including, an Interest Payment Date and
ending on, but excluding, the next succeeding Interest Payment Date is herein
called an "Interest Period".
(ii) If on any Interest Determination Date an appropriate rate cannot be
determined from the Dow Jones Telerate Service, the Rate of Interest for the
next Interest Period shall, subject to the provisions described below, be the
rate per annum that the Calculation Agent certifies to be 0.23% per annum
above the arithmetic mean of the offered quotations, as communicated to and at
the request of the Calculation Agent by not less than two major banks in
London selected by the Calculation Agent (the "Reference Banks," which term
shall include any successors nominated by the Calculation Agent), to leading
banks in London by the principal London offices of the Reference Banks for
three-month U.S. dollar deposits in the London inter-bank market as at 11:00
a.m. (London time) on such Interest Determination Date.
(iii) If on any Interest Determination Date fewer than two of such offered
rates are available, the Rate of Interest for the next Interest Period shall
be whichever is the higher of:
(A) The Rate of Interest in effect for the last preceding Interest Period
to which (i) or (ii) above shall have applied; and
(B) The Reserve Interest Rate. The "Reserve Interest Rate" shall be the
rate per annum which the Calculation Agent determines to be 0.23% per annum
above either (i) the arithmetic mean of the U.S. dollar offered rates which
at least two New York City banks selected by the Calculation Agent are or
were quoting, on the relevant Interest Determination Date, for three-month
deposits to the Reference Banks or those of them (being at least two in
number) to which such quotations are or were, in the opinion of the
Calculation Agent, being so made, or (ii) in the event that the Calculation
Agent can determine no such arithmetic mean, the arithmetic mean of the U.S.
dollar offered rates which at least two New York City banks selected by the
Calculation Agent are or were quoting on such Interest Determination Date to
leading European banks for a period of three months; provided, however, that
if the banks selected as aforesaid by the Calculation Agent are not quoting
as mentioned above, the Rate of Interest shall be the Rate of Interest
specified in (A) above.
The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London
time) on each interest Determination Date, determine the Rate of Interest and
calculate the amount of interest payable in respect of the following Interest
Period (the "Interest Amount"). The Interest Amount shall be calculated by
applying the Rate of Interest to the principal amount of each Floating Rate Note
outstanding at the commencement of the Interest Period, multiplying each such
amount by the actual number of days in the Interest Period concerned (which
actual number of days shall include the first day but exclude the last day
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<PAGE>
of such Interest Period) divided by 360 and rounding the resultant figure
upwards to the nearest cent. The determination of the Rate of Interest and the
Interest Amount by the Calculation Agent shall (in the absence of willful
default, bad faith or manifest error) be final and binding on all parties.
Notwithstanding anything herein to the contrary, the rate of interest on the
Floating Rate Notes shall in no event be higher than the maximum rate permitted
by New York law, as the same may be modified by United States law of general
application.
The Company shall provide that, so long as any of the Floating Rate Notes
remain outstanding, there shall at all times be a Calculation Agent for the
purpose of the Floating Rate Notes. In the event of the Calculation Agent being
unable or unwilling to continue to act as the Calculation Agent or in the case
of the Calculation Agent failing duly to establish the Rate of Interest for any
Interest Period, the Company shall appoint another leading bank engaged in the
London inter-bank market to act as such in its place. The Calculation Agent may
not resign its duties without a successor having been appointed as aforesaid.
All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
the provisions relating to the payment and calculation of interest on the
Floating Rate Notes, whether by the Reference Banks (or any of them) or the
Calculation Agent, shall (in the absence of willful default, bad faith or
manifest error) be binding on the Company, the Calculation Agent and all of the
Holders and no liability shall (in the absence of willful default, bad faith or
manifest error) attach to the Calculation Agent in connection with the exercise
or non-exercise by it of its powers, duties and discretions.
Interest shall cease to accrue on any Note on Maturity unless, upon
presentation of such Note, payment of principal is improperly withheld or
refused, in which case, interest shall continue to accrue.
PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to certain
exceptions and limitations set forth below, pay such Additional Amounts to the
beneficial owner of this Note who is a Non-U.S. Holder (as defined below) as may
be necessary in order that every net payment of principal of and interest on
such Note and any other amounts payable on such Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in this Note to be then due and payable. The
Company will not, however, be required to make any such payment of Additional
Amounts to any beneficial owner for or on account of:
(a) any such tax, assessment or other governmental charge that
would not have been so imposed or withheld but for the existence of any
present or former connection between such beneficial owner (or between
a fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership or a corporation) and the United States and its
possessions, including, without limitation, such beneficial owner (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or having
had, a permanent establishment therein;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as a personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that accumulates
earnings to avoid United States federal income tax;
5
<PAGE>
(d) any tax, assessment or other governmental charge that is
payable otherwise than by withholding from payments on or in respect of
this Note;
(e) any tax, assessment or other governmental charge that
would not have been imposed or withheld but for the failure to comply
with certification, information or other reporting requirements
concerning the nationality, residence or identity of the beneficial
owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or
taxing authority thereof or therein or by an applicable income tax
treaty to which the United States is a party as a precondition to
relief or exemption from such tax, assessment or other governmental
charge;
(f) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as the actual or constructive owner of 10% or more of the total
combined voting power of all classes of the Company's stock entitled to
vote or as a controlled foreign corporation that is related directly or
indirectly to the Company through stock ownership;
(g) to the extent applicable, any tax, assessment or
governmental charge that is imposed or withheld solely because of a
change in law, regulation, or administrative or judicial interpretation
that becomes effective more than 15 days after the payment becomes due
or is duly provided for, whichever occurs later;
(h) any tax, assessment or governmental charge any Paying
Agent must withhold from any payment of principal of or interest on any
note, if such payment can be made without such withholding by any other
Paying Agent; or
(i) any combination of clauses (a) through (h) above.
Such Additional Amounts shall also not be paid with respect to any payment
on this Note to a Non-U.S. Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
such beneficiary, settlor, member or beneficial owner, as the case may be, held
its interest in this Note directly.
The term "Non-U.S. Holder" means any person that is, for United States
federal income tax purposes, (i) an individual that is not a citizen or resident
of the U.S., (ii) a corporation organized or created under non-U.S. law, (iii)
an estate or trust that is not subject to U.S. federal income tax on its
worldwide income, or (iv) a foreign partnership to the extent that one or more
of its members is a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
TAX REDEMPTION. This Note may be redeemed as a whole, at the Company's
option at any time prior to maturity, upon the giving of a notice of redemption
as described below, if (a) the Company determines that, as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment becomes effective on or after May 19, 2000, the Company has or will
become obligated to pay Additional Amounts as described in the preceding Section
entitled "Payment of Additional Amounts" or (b) a taxing authority of the United
States takes an action on or after May 19, 2000 whether or not with respect to
the Company or any of its Affiliates (as defined in the Indenture) that results
in a substantial probability that the Company will or may be required to pay
such Additional Amounts, in either case, with respect to this Note for reasons
outside its control and after
6
<PAGE>
taking reasonable measures to avoid such obligation. The Note will be redeemed
at a redemption price equal to 100% of the principal amount thereof, together
with accrued interest to the date fixed for redemption. Prior to the giving of
any notice of redemption pursuant to this paragraph, the Company will deliver to
the Trustee:
(a) an Officer's Certificate (as defined in the Indenture) stating that
the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to its right to so
redeem have occurred, and
(b) an Opinion of Counsel (as defined in the Indenture) who is
independent satisfactory to the Trustee to the effect that the Company has or
will become obligated or there is a substantial probability that the Company
will or may be required to pay such Additional Amounts for the reasons
described above;
PROVIDED THAT no such notice of redemption pursuant to this paragraph
entitled "Tax Redemption" shall be given earlier than 60 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Note were then due.
Notice of redemption pursuant to the preceding paragraph entitled "Tax
Redemption" will be given not less than 30 nor more than 60 days prior to the
date fixed for redemption, which date and the applicable redemption price will
be specified in the notice.
The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities affected thereby, to waive certain past defaults
of the Company under the Indenture and their consequences. In addition, without
the consent of any Holder of a Security, the Indenture and the Securities may be
amended and supplemented to cure any defect, ambiguity or inconsistency, make
other changes which will not adversely affect in any material respect the rights
of the Holders or certain other matters specified in the Indenture. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
As provided in and subject to the provisions of the Indenture, the Holder of
this Note shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee, or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Notes, the
Holders of not less than 25 percent in principal amount of the Notes Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders of a majority
in principal amount of the Notes Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to certain suits described in the Indenture, including any suit
instituted by the Holder of
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<PAGE>
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Note at the times, place and rate, in the coin or currency, and
in the manner, herein prescribed.
The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the
case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except as provided below, an owner of a beneficial
interest in a global Note will not be entitled to have Notes represented by such
global Note registered in such owner's name, will not receive or be entitled to
receive physical delivery of the Notes in certificated form and will not be
considered the owner or Holder thereof under the Indenture. Each person owning a
beneficial interest in a global Note must rely on DTC's procedures and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. If the Company requests any action of Holders or if an owner of a
beneficial interest in a global Note desires to take any action that a Holder is
entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.
If at any time DTC notifies the Company that it is unwilling or unable to
continue as depository for the global Note or Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Note or Notes. If (x)
a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.
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<PAGE>
Initially, the Trustee will be the Security Registrar and the Paying Agent
for this Note, and Kredietbank S.A. Luxembourgeoise will be the Luxembourg
Paying Agent and Transfer Agent. The Company reserves the rights at any time to
remove any Paying Agent, Transfer Agent or Security Registrar without notice, to
appoint additional or other Paying Agents, other Transfer Agents and other
Security Registrars without notice and to approve any change in the office
through which any Paying Agent, Transfer Agent or Security Registrar acts;
provided, however, that as long as the Notes are listed on the Luxembourg Stock
Exchange, the Company will maintain a Paying Agent and Transfer Agent in
Luxembourg, and any change in the Luxembourg Paying Agent and Transfer Agent
will be published in Luxembourg. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in this Note in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day," when used with respect to any Place of Payment
or any other particular location referred to in this Note or in the Indenture,
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or
regulation to close in the City of New York or in the place of presentation.
The Company may cause CUSIP or ISIN numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.
This Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory until the Trustee or authenticating agent signs the certificate of
authenticity on the Notes.
No recourse shall be had for the payment of the principal of (or premium, if
any) or interest, if any, or Additional Amounts, if any, on this Note, or any
part hereof, or for any claim based hereon or otherwise in respect hereof, or of
the indebtedness represented hereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, officer or
director, as such, past, present or future, of (i) the Company or (ii) any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all of the Notes are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Notes.
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Exhibit 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO WORLDCOM, INC. (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS ONE OF THE GLOBAL SECURITIES REFERRED TO IN THE INDENTURE
DESCRIBED HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY
SUCCESSOR DEPOSITARY.
WORLDCOM, INC.
7.875% NOTE DUE 2003
PRINCIPAL AMOUNT NO. R-_
________________ CUSIP 98157D AB 2
ISIN NO.: US98157DAB29
WORLDCOM, INC., a corporation duly organized and existing under the laws of
the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _________________________ DOLLARS on May 15, 2003 (the "Stated
Maturity"), and to pay interest thereon from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid, from May 24, 2000, payable semiannually in arrears on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing on
November 15, 2000, and at Maturity, at the rate of 7.875% per annum, until the
principal hereof is paid or duly provided for. Each payment of interest in
respect of an Interest Payment Date shall include interest accrued through the
day prior to such Interest Payment Date. The interest so payable, and paid or
duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency of the Company maintained for such purpose in The
City of New York, New York. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Except as otherwise provided in the Indenture, any such interest not so
paid or duly provided for shall forthwith cease to be payable to the Holder on
the related Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes (as defined below) not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which
<PAGE>
the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
If any Interest Payment Date, any Redemption Date, the Stated Maturity or
the Maturity shall not be a Business Day (as hereinafter defined), payment of
the amount due on this Note on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, such Redemption Date, the Stated Maturity, or the
Maturity as the case may be, to such Business Day.
Payment of the principal of (and premium, if any) and interest on this Note
at Maturity shall be made upon presentation hereof at the office or agency of
the Company, one of which will be maintained in Pittsburgh, Pennsylvania (which
initially will be the Corporate Trust Office of Chase Manhattan Trust Company,
National Association in Pittsburgh, Pennsylvania) or at such other office or
agency permitted under the Indenture, including the office or agency of the
Company maintained for such purpose in the City of New York, New York. Payment
of the principal of (and premium, if any) and interest on this Note shall be
payable in immediately available funds; provided however, that payment of
interest may be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register. Payment of the principal of (and premium, if any) and interest, if
any, on this Note, as aforesaid, shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts. Interest payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be, with
respect to the portion of this Note held for its account by Cede & Co. or a
successor depositary, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of this Note to the
accounts of the beneficial owners hereof.
This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 7.875% Notes Due 2003,
initially in the aggregate principal amount of $1,000,000,000 (herein called the
"Notes" or the "Securities"), issued under an Indenture dated as of May 15, 2000
(such Indenture as originally executed and delivered and as hereafter
supplemented or amended, together with the Board Resolution setting forth
certain terms of the Notes adopted on May 19, 2000 and delivered to the Trustee
by the Company pursuant to Section 301 of such Indenture, being herein called
the "Indenture") from the Company to Chase Manhattan Trust Company, National
Association, as trustee (herein called the "Trustee," which term includes any
other successor trustees under the Indenture), to which Indenture, all
indentures supplemental thereto and all Board Resolutions relating thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. All capitalized terms used in this Note which
are not defined herein shall have the meaning assigned to them in the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Notes do not have the benefit of any sinking fund obligations.
2
<PAGE>
The Company's obligations under this Note and under the covenants provided
in the Indenture are subject to defeasance and discharge as provided in the
Indenture.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
-------------------------------
3
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
WORLDCOM, INC.
Attested:
By:__________________________
________________________ President and Chief Executive Officer
Secretary
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: May 24, 2000 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
Authorized Representative
4
<PAGE>
REVERSE OF NOTE
WORLDCOM, INC.
7.875% NOTE DUE 2003
PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to certain
exceptions and limitations set forth below, pay such Additional Amounts to the
beneficial owner of any of the Notes who is a Non-U.S. Holder (as defined below)
as may be necessary in order that every net payment of principal of and interest
on such Note and any other amounts payable on such Note, after withholding for
or on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in this Note to be then due and payable. The
Company will not, however, be required to make any such payment of Additional
Amounts to any beneficial owner for or on account of:
(a) any such tax, assessment or other governmental charge that
would not have been so imposed or withheld but for the existence of any
present or former connection between such beneficial owner (or between
a fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership or a corporation) and the United States and its
possessions, including, without limitation, such beneficial owner (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or having
had, a permanent establishment therein;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as a personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that accumulates
earnings to avoid United States federal income tax;
(d) any tax, assessment or other governmental charge that is
payable otherwise than by withholding from payments on or in respect of
this Note;
(e) any tax, assessment or other governmental charge that
would not have been imposed or withheld but for the failure to comply
with certification, information or other reporting requirements
concerning the nationality, residence or identity of the beneficial
owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or
taxing authority thereof or therein or by an applicable income tax
treaty to which the United States is a party as a precondition to
relief or exemption from such tax, assessment or other governmental
charge;
(f) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as the actual or constructive owner of 10% or more of the total
combined voting power of all classes of the Company's stock entitled to
vote or as a controlled foreign corporation that is related directly or
indirectly to the Company through stock ownership;
(g) to the extent applicable, any tax, assessment or
governmental charge that is imposed or withheld solely because of a
change in law, regulation, or administrative or
5
<PAGE>
judicial interpretation that becomes effective more than 15 days after
the payment becomes due or is duly provided for, whichever occurs
later;
(h) any tax, assessment or governmental charge any Paying
Agent must withhold from any payment of principal of or interest on any
note, if such payment can be made without such withholding by any other
Paying Agent; or
(i) any combination of clauses (a) through (h) above.
Such Additional Amounts shall also not be paid with respect to any payment
on this Note to a Non-U.S. Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
such beneficiary, settlor, member or beneficial owner, as the case may be, held
its interest in this Note directly.
The term "Non-U.S. Holder" means any person that is, for United States
federal income tax purposes, (i) an individual that is not a citizen or resident
of the U.S., (ii) a corporation organized or created under non-U.S. law, (iii)
an estate or trust that is not subject to U.S. federal income tax on its
worldwide income, or (iv) a foreign partnership to the extent that one or more
of its members is a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
TAX REDEMPTION. This Note may be redeemed as a whole, at the Company's
option at any time prior to maturity, upon the giving of a notice of redemption
as described below, if (a) the Company determines that, as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment becomes effective on or after May 19, 2000, the Company has or will
become obligated to pay Additional Amounts as described in the preceding Section
entitled "Payment of Additional Amounts" or (b) a taxing authority of the United
States takes an action on or after May 19, 2000 whether or not with respect to
the Company or any of its Affiliates (as defined in the Indenture) that results
in a substantial probability that the Company will or may be required to pay
such Additional Amounts, in either case, with respect to this Note for reasons
outside its control and after taking reasonable measures to avoid such
obligation. The Notes will be redeemed at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the date fixed
for redemption. Prior to the giving of any notice of redemption pursuant to this
paragraph, the Company will deliver to the Trustee:
(a) an Officer's Certificate (as defined in the Indenture) stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to its right to so redeem have
occurred, and
(b) an Opinion of Counsel (as defined in the Indenture) who is independent
satisfactory to the Trustee to the effect that the Company has or will become
obligated or there is a substantial probability that the Company will or may be
required to pay such Additional Amounts for the reasons described above;
PROVIDED THAT no such notice of redemption pursuant to this paragraph entitled
"Tax Redemption" shall be given earlier than 60 days prior to the earliest date
on which the
6
<PAGE>
Company would be obligated to pay such additional amounts if a payment in
respect of the Note were then due.
Notice of redemption pursuant to the preceding paragraph entitled "Tax
Redemption" will be given not less than 30 nor more than 60 days prior to the
date fixed for redemption, which date and the applicable redemption price will
be specified in the notice.
The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities affected thereby, to waive certain past defaults
of the Company under the Indenture and their consequences. In addition, without
the consent of any Holder of a Security, the Indenture and the Securities may be
amended and supplemented to cure any defect, ambiguity or inconsistency, make
other changes which will not adversely affect in any material respect the rights
of the Holders or certain other matters specified in the Indenture. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee, or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the Redemption Date).
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is
7
<PAGE>
the registered Holder of a global Note, DTC, such depository or such nominee, as
the case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except as provided below, an owner of a beneficial
interest in a global Note will not be entitled to have Notes represented by such
global Note registered in such owner's name, will not receive or be entitled to
receive physical delivery of the Notes in certificated form and will not be
considered the owner or Holder thereof under the Indenture. Each person owning a
beneficial interest in a global Note must rely on DTC's procedures and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. If the Company requests any action of Holders or if an owner of a
beneficial interest in a global Note desires to take any action that a Holder is
entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.
If at any time DTC notifies the Company that it is unwilling or unable to
continue as depository for the global Note or Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Note or Notes. If (x)
a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.
Initially, the Trustee will be the Security Registrar and the Paying Agent
for this Note, and Kredietbank S.A. Luxembourgeoise will be the Luxembourg
Paying Agent and Transfer Agent. The Company reserves the rights at any time to
remove any Paying Agent, Transfer Agent or Security Registrar without notice, to
appoint additional or other Paying Agents, other Transfer Agents and other
Security Registrars without notice and to approve any change in the office
through which any Paying Agent, Transfer Agent or Security Registrar acts;
provided, however, that as long as the Notes are listed on the Luxembourg Stock
Exchange, the Company will maintain a Paying Agent and Transfer Agent in
Luxembourg, and any change in the Luxembourg
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<PAGE>
Paying Agent and Transfer Agent will be published in Luxembourg. None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in this Note in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depository, as a Holder, with respect to this
Note in global form or impair, as between such depository and owners of
beneficial interests in such global Note, the operation of customary practices
governing the exercise of the rights of such depository (or its nominee) as
Holder of such global Note.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day," when used with respect to any Place of
Payment or any other particular location referred to in this Note or in the
Indenture, means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law or regulation to close in the City of New York or in the place of
presentation.
The Company may cause CUSIP or ISIN numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.
This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.
No recourse shall be had for the payment of the principal of (or premium,
if any) or interest, if any, or Additional Amounts, if any, on this Note, or any
part hereof, or for any claim based hereon or otherwise in respect hereof, or of
the indebtedness represented hereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, officer or
director, as such, past, present or future, of (i) the Company or (ii) any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all of the Notes are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Notes.
9
<PAGE>
Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO WORLDCOM, INC. (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS ONE OF THE GLOBAL SECURITIES REFERRED TO IN THE INDENTURE
DESCRIBED HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY
SUCCESSOR DEPOSITARY.
WORLDCOM, INC.
8.000% NOTE DUE 2006
PRINCIPAL AMOUNT NO. R-_
________________ CUSIP 98157D AC 0
ISIN NO.: US98157DAC02
WORLDCOM, INC., a corporation duly organized and existing under the laws of
the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of __________________________ DOLLARS on May 15, 2006 (the "Stated
Maturity"), and to pay interest thereon from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid, from May 24, 2000, payable semiannually in arrears on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing on
November 15, 2000, and at Maturity, at the rate of 8.000% per annum, until the
principal hereof is paid or duly provided for. Each payment of interest in
respect of an Interest Payment Date shall include interest accrued through the
day prior to such Interest Payment Date. The interest so payable, and paid or
duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency of the Company maintained for such purpose in The
City of New York, New York. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Except as otherwise provided in the Indenture, any such interest not so
paid or duly provided for shall forthwith cease to be payable to the Holder on
the related Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes (as defined below) not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which
<PAGE>
the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
If any Interest Payment Date, any Redemption Date, the Stated Maturity or
the Maturity shall not be a Business Day (as hereinafter defined), payment of
the amount due on this Note on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, such Redemption Date, the Stated Maturity, or the
Maturity as the case may be, to such Business Day.
Payment of the principal of (and premium, if any) and interest on this Note
at Maturity shall be made upon presentation hereof at the office or agency of
the Company, one of which will be maintained in Pittsburgh, Pennsylvania (which
initially will be the Corporate Trust Office of Chase Manhattan Trust Company,
National Association in Pittsburgh, Pennsylvania) or at such other office or
agency permitted under the Indenture, including the office or agency of the
Company maintained for such purpose in the City of New York, New York. Payment
of the principal of (and premium, if any) and interest on this Note shall be
payable in immediately available funds; provided however, that payment of
interest may be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register. Payment of the principal of (and premium, if any) and interest, if
any, on this Note, as aforesaid, shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts. Interest payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be, with
respect to the portion of this Note held for its account by Cede & Co. or a
successor depositary, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of this Note to the
accounts of the beneficial owners hereof.
This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 8.000% Notes Due 2006,
initially in the aggregate principal amount of $1,250,000,000 (herein called the
"Notes" or the "Securities"), issued under an Indenture dated as of May 15, 2000
(such Indenture as originally executed and delivered and as hereafter
supplemented or amended, together with the Board Resolution setting forth
certain terms of the Notes adopted on May 19, 2000 and delivered to the Trustee
by the Company pursuant to Section 301 of such Indenture, being herein called
the "Indenture") from the Company to Chase Manhattan Trust Company, National
Association, as trustee (herein called the "Trustee," which term includes any
other successor trustees under the Indenture), to which Indenture, all
indentures supplemental thereto and all Board Resolutions relating thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. All capitalized terms used in this Note which
are not defined herein shall have the meaning assigned to them in the Indenture.
This Note shall be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, at a Redemption Price equal to the
greater of (i) 100% of the principal amount hereof or (ii) the sum of the
present values of the Remaining Scheduled Payments discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points, plus in the case of each of
(i) and (ii) accrued interest thereon to the Redemption Date. Notice of
redemption shall be given by
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mail to Holders of the Notes, not less than 30 days nor more than 60 days prior
to the Redemption Date, all as provided in the Indenture. As provided in the
Indenture, on or prior to the Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, the Notes to be redeemed on such date. In the
event of redemption of this Note in part only, a new Note or Notes, of like
tenor, for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the surrender hereof, all as provided in the Indenture. On
and after the Redemption Date, interest will cease to accrue on this Note (or
any portion thereof) if so called for redemption.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Notes do not have the benefit of any sinking fund obligations.
The Company's obligations under this Note and under the covenants provided
in the Indenture are subject to defeasance and discharge as provided in the
Indenture.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
-------------------------------
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
WORLDCOM, INC.
Attested:
By:__________________________
________________________ President and Chief Executive Officer
Secretary
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: May 24, 2000 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
Authorized Representative
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REVERSE OF NOTE
WORLDCOM, INC.
8.000% NOTE DUE 2006
"Treasury Rate" means, with respect to any Redemption Date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue, provided that if no maturity is within three
months before or after the maturity date for the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate will be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month; or
(ii) if that release, or any successor release, is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers, to be appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of four Reference Treasury Dealer Quotations for that redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations; or (ii) if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all quotations obtained by the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time on the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc., J.P.
Morgan Securities Inc., and two other treasury dealers selected by the Company,
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer (a "Primary
Treasury Dealer"), the Company shall substitute therefor another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related Redemption Date but for such
redemption; provided, however, that, if such Redemption Date is not an Interest
Payment Date with respect to such Note, the amount of the
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<PAGE>
next succeeding scheduled interest payment thereon will be reduced by the amount
of interest accrued thereon to such Redemption Date.
PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to certain
exceptions and limitations set forth below, pay such Additional Amounts to the
beneficial owner of this Note who is a Non-U.S. Holder (as defined below) as may
be necessary in order that every net payment of principal of and interest on
such Note and any other amounts payable on such Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in this Note to be then due and payable. The
Company will not, however, be required to make any such payment of Additional
Amounts to any beneficial owner for or on account of:
(a) any such tax, assessment or other governmental charge that
would not have been so imposed or withheld but for the existence of any
present or former connection between such beneficial owner (or between
a fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership or a corporation) and the United States and its
possessions, including, without limitation, such beneficial owner (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or having
had, a permanent establishment therein;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as a personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that accumulates
earnings to avoid United States federal income tax;
(d) any tax, assessment or other governmental charge that is
payable otherwise than by withholding from payments on or in respect
of this Note;
(e) any tax, assessment or other governmental charge that
would not have been imposed or withheld but for the failure to comply
with certification, information or other reporting requirements
concerning the nationality, residence or identity of the beneficial
owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or
taxing authority thereof or therein or by an applicable income tax
treaty to which the United States is a party as a precondition to
relief or exemption from such tax, assessment or other governmental
charge;
(f) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as the actual or constructive owner of 10% or more of the total
combined voting power of all classes of the Company's stock entitled to
vote or as a controlled foreign corporation that is related directly or
indirectly to the Company through stock ownership;
(g) to the extent applicable, any tax, assessment or
governmental charge that is imposed or withheld solely because of a
change in law, regulation, or administrative or judicial interpretation
that becomes effective more than 15 days after the payment becomes due
or is duly provided for, whichever occurs later;
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<PAGE>
(h) any tax, assessment or governmental charge any Paying
Agent must withhold from any payment of principal of or interest on any
note, if such payment can be made without such withholding by any other
Paying Agent; or
(i) any combination of clauses (a) through (h) above.
Such Additional Amounts shall also not be paid with respect to any payment
on this Note to a Non-U.S. Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
such beneficiary, settlor, member or beneficial owner, as the case may be, held
its interest in this Note directly.
The term "Non-U.S. Holder" means any person that is, for United States
federal income tax purposes, (i) an individual that is not a citizen or resident
of the U.S., (ii) a corporation organized or created under non-U.S. law, (iii)
an estate or trust that is not subject to U.S. federal income tax on its
worldwide income, or (iv) a foreign partnership to the extent that one or more
of its members is a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
TAX REDEMPTION. This Note may be redeemed as a whole, at the Company's
option at any time prior to maturity, upon the giving of a notice of redemption
as described below, if (a) the Company determines that, as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment becomes effective on or after May 19, 2000, the Company has or will
become obligated to pay Additional Amounts as described in the preceding Section
entitled "Payment of Additional Amounts" or (b) a taxing authority of the United
States takes an action on or after May 19, 2000 whether or not with respect to
the Company or any of its Affiliates (as defined in the Indenture) that results
in a substantial probability that the Company will or may be required to pay
such Additional Amounts, in either case, with respect to this Note for reasons
outside its control and after taking reasonable measures to avoid such
obligation. The Notes will be redeemed at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the date fixed
for redemption. Prior to the giving of any notice of redemption pursuant to this
paragraph, the Company will deliver to the Trustee:
(a) an Officer's Certificate (as defined in the Indenture) stating that
the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to its right to so
redeem have occurred, and
(b) an Opinion of Counsel (as defined in the Indenture) who is
independent satisfactory to the Trustee to the effect that the Company has or
will become obligated or there is a substantial probability that the Company
will or may be required to pay such Additional Amounts for the reasons
described above;
PROVIDED THAT no such notice of redemption pursuant to this paragraph
entitled "Tax Redemption" shall be given earlier than 60 days prior to the
earliest date on which the Company would be obligated to pay such additional
amounts if a payment in respect of the Note were then due.
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<PAGE>
Notice of redemption pursuant to the preceding paragraph entitled "Tax
Redemption" will be given not less than 30 nor more than 60 days prior to the
date fixed for redemption, which date and the applicable redemption price will
be specified in the notice.
The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities affected thereby, to waive certain past defaults
of the Company under the Indenture and their consequences. In addition, without
the consent of any Holder of a Security, the Indenture and the Securities may be
amended and supplemented to cure any defect, ambiguity or inconsistency, make
other changes which will not adversely affect in any material respect the rights
of the Holders or certain other matters specified in the Indenture. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee, or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the Redemption Date).
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the
case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except
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<PAGE>
as provided below, an owner of a beneficial interest in a global Note will not
be entitled to have Notes represented by such global Note registered in such
owner's name, will not receive or be entitled to receive physical delivery of
the Notes in certificated form and will not be considered the owner or Holder
thereof under the Indenture. Each person owning a beneficial interest in a
global Note must rely on DTC's procedures and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a Holder under the Indenture. If the
Company requests any action of Holders or if an owner of a beneficial interest
in a global Note desires to take any action that a Holder is entitled to take
under the Indenture, DTC will authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants will
otherwise act upon the instructions of beneficial owners holding through them.
If at any time DTC notifies the Company that it is unwilling or unable to
continue as depository for the global Note or Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Note or Notes. If (x)
a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.
Initially, the Trustee will be the Security Registrar and the Paying Agent
for this Note, and Kredietbank S.A. Luxembourgeoise will be the Luxembourg
Paying Agent and Transfer Agent. The Company reserves the rights at any time to
remove any Paying Agent, Transfer Agent or Security Registrar without notice, to
appoint additional or other Paying Agents, other Transfer Agents and other
Security Registrars without notice and to approve any change in the office
through which any Paying Agent, Transfer Agent or Security Registrar acts;
provided, however, that as long as the Notes are listed on the Luxembourg Stock
Exchange, the Company will maintain a Paying Agent and Transfer Agent in
Luxembourg, and any change in the Luxembourg Paying Agent and Transfer Agent
will be published in Luxembourg. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
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<PAGE>
any aspect of the records relating to or payments made on account of beneficial
ownership interests in this Note in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day," when used with respect to any Place of
Payment or any other particular location referred to in this Note or in the
Indenture, means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law or regulation to close in the City of New York or in the place of
presentation.
The Company may cause CUSIP or ISIN numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.
This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.
No recourse shall be had for the payment of the principal of (or premium,
if any) or interest, if any, or Additional Amounts, if any, on this Note, or any
part hereof, or for any claim based hereon or otherwise in respect hereof, or of
the indebtedness represented hereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, officer or
director, as such, past, present or future, of (i) the Company or (ii) any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all of the Notes are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Notes.
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Exhibit 4.4
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO WORLDCOM, INC. (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS ONE OF THE GLOBAL SECURITIES REFERRED TO IN THE INDENTURE
DESCRIBED HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY
SUCCESSOR DEPOSITARY.
WORLDCOM, INC.
8.250% NOTE DUE 2010
PRINCIPAL AMOUNT NO. R-_
________________ CUSIP 98157D AD 8
ISIN NO.: US98157DAD84
WORLDCOM, INC., a corporation duly organized and existing under the laws of
the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _________________________ DOLLARS on May 15, 2010 (the "Stated
Maturity"), and to pay interest thereon from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid, from May 24, 2000, payable semiannually in arrears on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing on
November 15, 2000, and at Maturity, at the rate of 8.250% per annum, until the
principal hereof is paid or duly provided for. Each payment of interest in
respect of an Interest Payment Date shall include interest accrued through the
day prior to such Interest Payment Date. The interest so payable, and paid or
duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency of the Company maintained for such purpose in The
City of New York, New York. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Except as otherwise provided in the Indenture, any such interest not so
paid or duly provided for shall forthwith cease to be payable to the Holder on
the related Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes (as defined below) not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which
<PAGE>
the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
If any Interest Payment Date, any Redemption Date, the Stated Maturity or
the Maturity shall not be a Business Day (as hereinafter defined), payment of
the amount due on this Note on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, such Redemption Date, the Stated Maturity, or the
Maturity as the case may be, to such Business Day.
Payment of the principal of (and premium, if any) and interest on this Note
at Maturity shall be made upon presentation hereof at the office or agency of
the Company, one of which will be maintained in Pittsburgh, Pennsylvania (which
initially will be the Corporate Trust Office of Chase Manhattan Trust Company,
National Association in Pittsburgh, Pennsylvania) or at such other office or
agency permitted under the Indenture, including the office or agency of the
Company maintained for such purpose in the City of New York, New York. Payment
of the principal of (and premium, if any) and interest on this Note shall be
payable in immediately available funds; provided however, that payment of
interest may be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register. Payment of the principal of (and premium, if any) and interest, if
any, on this Note, as aforesaid, shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts. Interest payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be, with
respect to the portion of this Note held for its account by Cede & Co. or a
successor depositary, as the case may be, for the purpose of permitting such
party to credit the interest received by it in respect of this Note to the
accounts of the beneficial owners hereof.
This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 8.250% Notes Due 2010,
initially in the aggregate principal amount of $1,250,000,000 (herein called the
"Notes" or the "Securities"), issued under an Indenture dated as of May 15, 2000
(such Indenture as originally executed and delivered and as hereafter
supplemented or amended, together with the Board Resolution setting forth
certain terms of the Notes adopted on May 19, 2000 and delivered to the Trustee
by the Company pursuant to Section 301 of such Indenture, being herein called
the "Indenture") from the Company to Chase Manhattan Trust Company, National
Association, as trustee (herein called the "Trustee," which term includes any
other successor trustees under the Indenture), to which Indenture, all
indentures supplemental thereto and all Board Resolutions relating thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. All capitalized terms used in this Note which
are not defined herein shall have the meaning assigned to them in the Indenture.
This Note shall be redeemable, as a whole or in part, at the option of the
Company, at any time or from time to time, at a Redemption Price equal to the
greater of (i) 100% of the principal amount hereof or (ii) the sum of the
present values of the Remaining Scheduled Payments discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 30 basis points, plus in the case of each of
(i) and (ii) accrued interest thereon to the Redemption Date. Notice of
redemption shall be given by
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mail to Holders of the Notes, not less than 30 days nor more than 60 days prior
to the Redemption Date, all as provided in the Indenture. As provided in the
Indenture, on or prior to the Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, the Notes to be redeemed on such date. In the
event of redemption of this Note in part only, a new Note or Notes, of like
tenor, for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the surrender hereof, all as provided in the Indenture. On
and after the Redemption Date, interest will cease to accrue on this Note (or
any portion thereof) if so called for redemption.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Notes do not have the benefit of any sinking fund obligations.
The Company's obligations under this Note and under the covenants provided
in the Indenture are subject to defeasance and discharge as provided in the
Indenture.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
-------------------------------
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
WORLDCOM, INC.
Attested:
By:__________________________
_______________________ President and Chief Executive Officer
Secretary
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: May 24, 2000 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:__________________________
Authorized Representative
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REVERSE OF NOTE
WORLDCOM, INC.
8.250% NOTE DUE 2010
"Treasury Rate" means, with respect to any Redemption Date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue, provided that if no maturity is within three
months before or after the maturity date for the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate will be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month; or
(ii) if that release, or any successor release, is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers, to be appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of four Reference Treasury Dealer Quotations for that redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations; or (ii) if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all quotations obtained by the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time on the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc., J.P.
Morgan Securities Inc., and two other treasury dealers selected by the Company,
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer (a "Primary
Treasury Dealer"), the Company shall substitute therefor another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related Redemption Date but for such
redemption; provided, however, that, if such Redemption Date is not an Interest
Payment Date with respect to such Note, the amount of the
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next succeeding scheduled interest payment thereon will be reduced by the amount
of interest accrued thereon to such Redemption Date.
PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to certain
exceptions and limitations set forth below, pay such Additional Amounts to the
beneficial owner of this Note who is a Non-U.S. Holder (as defined below) as may
be necessary in order that every net payment of principal of and interest on
such Note and any other amounts payable on such Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in this Note to be then due and payable. The
Company will not, however, be required to make any such payment of Additional
Amounts to any beneficial owner for or on account of:
(a) any such tax, assessment or other governmental charge that
would not have been so imposed or withheld but for the existence of any
present or former connection between such beneficial owner (or between
a fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership or a corporation) and the United States and its
possessions, including, without limitation, such beneficial owner (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or having
had, a permanent establishment therein;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as a personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that accumulates
earnings to avoid United States federal income tax;
(d) any tax, assessment or other governmental charge that is
payable otherwise than by withholding from payments on or in respect of
this Note;
(e) any tax, assessment or other governmental charge that
would not have been imposed or withheld but for the failure to comply
with certification, information or other reporting requirements
concerning the nationality, residence or identity of the beneficial
owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or
taxing authority thereof or therein or by an applicable income tax
treaty to which the United States is a party as a precondition to
relief or exemption from such tax, assessment or other governmental
charge;
(f) any tax, assessment or other governmental charge imposed
or withheld by reason of such beneficial owner's past or present status
as the actual or constructive owner of 10% or more of the total
combined voting power of all classes of the Company's stock entitled to
vote or as a controlled foreign corporation that is related directly or
indirectly to the Company through stock ownership;
(g) to the extent applicable, any tax, assessment or
governmental charge that is imposed or withheld solely because of a
change in law, regulation, or administrative or judicial interpretation
that becomes effective more than 15 days after the payment becomes due
or is duly provided for, whichever occurs later;
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(h) any tax, assessment or governmental charge any Paying
Agent must withhold from any payment of principal of or interest on any
note, if such payment can be made without such withholding by any other
Paying Agent; or
(i) any combination of clauses (a) through (h) above.
Such Additional Amounts shall also not be paid with respect to any payment
on this Note to a Non-U.S. Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
such beneficiary, settlor, member or beneficial owner, as the case may be, held
its interest in this Note directly.
The term "Non-U.S. Holder" means any person that is, for United States
federal income tax purposes, (i) an individual that is not a citizen or resident
of the U.S., (ii) a corporation organized or created under non-U.S. law, (iii)
an estate or trust that is not subject to U.S. federal income tax on its
worldwide income, or (iv) a foreign partnership to the extent that one or more
of its members is a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
TAX REDEMPTION. This Note may be redeemed as a whole, at the Company's
option at any time prior to maturity, upon the giving of a notice of redemption
as described below, if (a) the Company determines that, as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment becomes effective on or after May 19, 2000, the Company has or will
become obligated to pay Additional Amounts as described in the preceding Section
entitled "Payment of Additional Amounts" or (b) a taxing authority of the United
States takes an action on or after May 19, 2000 whether or not with respect to
the Company or any of its Affiliates (as defined in the Indenture) that results
in a substantial probability that the Company will or may be required to pay
such Additional Amounts, in either case, with respect to this Note for reasons
outside its control and after taking reasonable measures to avoid such
obligation. The Notes will be redeemed at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the date fixed
for redemption. Prior to the giving of any notice of redemption pursuant to this
paragraph, the Company will deliver to the Trustee:
(a) an Officer's Certificate (as defined in the Indenture) stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to its right to so redeem have
occurred, and
(b) an Opinion of Counsel (as defined in the Indenture) who is independent
satisfactory to the Trustee to the effect that the Company has or will become
obligated or there is a substantial probability that the Company will or may be
required to pay such Additional Amounts for the reasons described above;
PROVIDED THAT no such notice of redemption pursuant to this paragraph entitled
"Tax Redemption" shall be given earlier than 60 days prior to the earliest date
on which the Company would be obligated to pay such additional amounts if a
payment in respect of the Note were then due.
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Notice of redemption pursuant to the preceding paragraph entitled "Tax
Redemption" will be given not less than 30 nor more than 60 days prior to the
date fixed for redemption, which date and the applicable redemption price will
be specified in the notice.
The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities affected thereby, to waive certain past defaults
of the Company under the Indenture and their consequences. In addition, without
the consent of any Holder of a Security, the Indenture and the Securities may be
amended and supplemented to cure any defect, ambiguity or inconsistency, make
other changes which will not adversely affect in any material respect the rights
of the Holders or certain other matters specified in the Indenture. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee, or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the Redemption Date).
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the
case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except
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as provided below, an owner of a beneficial interest in a global Note will not
be entitled to have Notes represented by such global Note registered in such
owner's name, will not receive or be entitled to receive physical delivery of
the Notes in certificated form and will not be considered the owner or Holder
thereof under the Indenture. Each person owning a beneficial interest in a
global Note must rely on DTC's procedures and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a Holder under the Indenture. If the
Company requests any action of Holders or if an owner of a beneficial interest
in a global Note desires to take any action that a Holder is entitled to take
under the Indenture, DTC will authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants will
otherwise act upon the instructions of beneficial owners holding through them.
If at any time DTC notifies the Company that it is unwilling or unable to
continue as depository for the global Note or Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Note or Notes. If (x)
a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.
Initially, the Trustee will be the Security Registrar and the Paying Agent
for this Note, and Kredietbank S.A. Luxembourgeoise will be the Luxembourg
Paying Agent and Transfer Agent. The Company reserves the rights at any time to
remove any Paying Agent, Transfer Agent or Security Registrar without notice, to
appoint additional or other Paying Agents, other Transfer Agents and other
Security Registrars without notice and to approve any change in the office
through which any Paying Agent, Transfer Agent or Security Registrar acts;
provided, however, that as long as the Notes are listed on the Luxembourg Stock
Exchange, the Company will maintain a Paying Agent and Transfer Agent in
Luxembourg, and any change in the Luxembourg Paying Agent and Transfer Agent
will be published in Luxembourg. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
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any aspect of the records relating to or payments made on account of beneficial
ownership interests in this Note in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day," when used with respect to any Place of
Payment or any other particular location referred to in this Note or in the
Indenture, means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law or regulation to close in the City of New York or in the place of
presentation.
The Company may cause CUSIP or ISIN numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.
This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.
No recourse shall be had for the payment of the principal of (or premium,
if any) or interest, if any, or Additional Amounts, if any, on this Note, or any
part hereof, or for any claim based hereon or otherwise in respect hereof, or of
the indebtedness represented hereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, officer or
director, as such, past, present or future, of (i) the Company or (ii) any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all of the Notes are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Notes.
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May 19, 2000
WorldCom, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Ladies and Gentlemen:
We have acted as special tax counsel to WorldCom, Inc., a Georgia
corporation (the "Company"), in connection with the filing of a final Prospectus
Supplement dated May 19, 2000 (the "Prospectus Supplement") to the final
Prospectus (the "Prospectus") included as part of the Registration Statement on
Form S-3 (Registration No. 333-34578) filed with the Securities and Exchange
Commission under the Securities Act of 1933 and which became effective on May
12, 2000. The Prospectus provides the Company may offer from time to time its
Debt Securities in the aggregate principal amount of up to U.S. $15 billion
($15,000,000,000). The Prospectus Supplement provides that the Company will
offer four series of notes in the aggregate amount of U.S. $5 billion
($5,000,000,000). Except as otherwise indicated herein, all capitalized terms
used in this letter have the same meaning assigned to them in the Prospectus
Supplement.
In rendering our opinion, we have examined and relied upon without
independent investigation as to matters of fact the Prospectus Supplement and
such other documents, certificates and instruments as we have considered
relevant for purposes of this opinion. We have assumed without independent
verification that the Prospectus Supplement is accurate and complete in all
material respects, and our opinion is conditioned expressly on, among other
things, the accuracy as of the date hereof, and the continuing accuracy, of all
of such facts, information, covenants, statements and representations through
and as of the date of consummation of the filing. Any material changes in the
facts referred to, set forth or assumed herein or in the Prospectus Supplement
may affect the conclusions stated herein.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended and in effect (the "Code"),
U.S. Treasury Regulations promulgated thereunder (the "Regulations"), pertinent
judicial authorities, rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that such laws,
Code, Regulations, judicial decisions and administrative interpretations are
subject to repeal, revocation, reversal, modification or change at any time and,
in some circumstances, with retroactive effect. A material change in any of the
authorities which we have considered could affect the conclusions upon which our
opinion is based.
Based solely upon the foregoing and in reliance thereon and subject to
the exceptions, limitations and qualifications stated herein, we confirm that
the statements contained in the Prospectus Supplement under the caption "United
States Taxation For Non-U.S. Holders"
<PAGE>
WorldCom, Inc.
May 19, 2000
Page 2
insofar as such statements constitute matters of law or legal conclusions, as
qualified therein, are our opinion and that such statements fairly describe the
material U.S. federal income tax consequences to Non-U.S. Holders of the notes
and are true, correct and complete in all material respects.
Except as expressly set forth above, we express no other opinion. We
consent to the reference to this firm in the Prospectus Supplement under the
caption "United States Taxation For Non-U.S. Holders" and to the filing of this
opinion as an exhibit to the Prospectus Supplement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
