Letter Agreement re: Promissory Note - WorldCom Inc. and Bernard J. Ebbers
April 29, 2002
Bernard J. Ebbers
500 Clinton Center Drive
Clinton, MS 39056
Dear Bernie:
Reference is made to our letter agreement dated April 2, 2002
(the "Letter Agreement"). Unless otherwise defined, terms defined in the Letter
Agreement and used herein shall have the meanings given to them therein.
The Company and you (the "Parties") agree that the promissory
note dated April 29, 2002 made by you and payable to the order of the Company
(the "New Promissory Note") hereby replaces each of the Promissory Notes
referred to in the Letter Agreement. The New Promissory Note is hereby deemed to
be the Promissory Note referred to in the Letter Agreement.
The Parties further agree that an event of default under the
New Promissory Note constitutes a breach of the Promissory Note for purposes of
the Letter Agreement.
This letter agreement shall be interpreted and the rights and
liabilities of the Parties hereto shall be determined in accordance with the
internal laws (as opposed to the conflicts of law provisions) and decisions of
the State of Mississippi and you hereby consent to the jurisdiction of the
courts of or in the State of Mississippi in connection with any dispute,
controversy, action or other matter relating to or arising out of this letter
agreement. The provisions of the second, third, fourth, fifth, sixth and seventh
sentences of Section 6 of the Letter Agreement shall apply to this letter
agreement as though it were the "Agreement" as referenced therein.
WorldCom, Inc.
By: /s/ John W. Sidgmore
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John W. Sidgmore
President and Chief Executive Officer
Acknowledged and agreed as of the date first above written.
/s/ Bernard J. Ebbers
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Bernard J. Ebbers