Promissory Note - WorldCom Inc. and Bernard J. Ebbers
PROMISSORY NOTE
Clinton, Mississippi
September 10, 2001
FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby
unconditionally promises to pay to the order of WorldCom, Inc., a Georgia
corporation (the "Lender"), in lawful money of the United States of America and
in immediately available funds, any and all amounts properly reflected on the
records of the Lender as having been paid by the Lender under that certain
Limited Guaranty in favor of Bank of America, N.A. (the "Bank") dated as of
February 12, 2001, or any predecessor or successor guaranty, as the same may be
modified, amended or supplemented (the "Guaranty"), whether such payment
occurred before, on or after the date hereof and whether made directly to the
Bank, through the Borrower or otherwise. The Borrower further promises to pay
interest on the outstanding balance under this Note, compounded monthly, until
payment in full of this Note, at a fluctuating rate of interest (the "Normal
Rate") equal to the Eurodollar Rate applicable to each one-month Interest Period
commencing on the date of the first payment by the Lender under the Guaranty
reflected on the records of the Lender plus the Applicable Margin during the
corresponding period applicable to Eurodollar Rate Borrowings by the Lender
pursuant to (i) that certain Amended and Restated 364-Day Revolving Credit and
Term Loan Agreement among the Lender, the Bank, as Administrative Agent, and the
other Lenders identified therein dated as of August 5, 1999, as amended (the
"Original Credit Agreement") which terminated on June 8, 2001, for periods or
portion of a period prior to June 8, 2001, and (ii) that certain Revolving
Credit Agreement among the Lender, the Bank and The Chase Manhattan Bank, as
Co-Administrative Agents, and the other Lenders identified therein dated as of
June 8, 2001, as the same may be amended or replaced (the "New Credit
Agreement"), for periods or portion of a period beginning on or after June 8,
2001; provided, however, that following demand for payment, the Borrower
promises to pay interest on the unpaid balance hereunder, compounded monthly, at
the Default Rate, as defined herein. The "Default Rate" shall be a fluctuating
rate of interest equal to the sum of the otherwise applicable Normal Rate plus
three percent (3%) per annum. Upon each change in the applicable Normal Rate,
the Default Rate shall simultaneously change to correspond with such change in
the Normal Rate. Interest shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.
From and after June 8, 2001, a reference to the New Credit Agreement shall
be substituted for references to the Original Credit Agreement in each of the
three Promissory Notes by the Borrower payable to the order of the Lender dated
September 8, 2000, November 1, 2000 and December 29, 2000.
The principal and accrued interest under this Note are payable on demand.
If this Note is not paid upon demand, the Borrower hereby promises to pay all
costs of collection, including but not limited to the fees and expenses of an
attorney and court costs, in addition to the full amount due hereon.
Interest shall be due and payable under this Note at the Normal Rate or
the Default Rate, as provided herein, after as well as before demand, default
and judgment, notwithstanding any
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applicable statutory judgment rate of interest. If any interest payment or other
charge or fee payable hereunder exceeds the maximum amount then permitted by
applicable law, then the Borrower shall pay the maximum amount then permitted by
applicable law.
The Borrower hereby waives presentment, protest and notice of demand,
presentment, protest and nonpayment.
This Note 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 the Borrower hereby consents to the jurisdiction of the courts
of or in the State of Mississippi in connection with any dispute, controversy,
collection action or other matter relating to or arising out of this Note.
Whenever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note. Whenever in this Note reference is made to the Borrower or the
Lender, such reference shall be deemed to include, in the case of the Borrower,
a reference to his heirs and legal representatives and, in the case of the
Lender, its successors and assigns. The provisions of this Note shall be binding
upon and shall inure to the benefit of such heirs, legal representatives,
successors and assigns.
/s/ Bernard J. Ebbers
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Bernard J. Ebbers
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