-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VXr1NDhprBrIjfPzzeYp+JI0uuDEGdmIjmveeUtjnEdfsZZYHmyzKLfjywudOVZv kqsc16kTyEAxMaqppKYJDA== 0001005477-01-003399.txt : 20010517 0001005477-01-003399.hdr.sgml : 20010517 ACCESSION NUMBER: 0001005477-01-003399 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20010509 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC/GA// CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10415 FILM NUMBER: 1642019 BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC /GA/ DATE OF NAME CHANGE: 19970127 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 8-K 1 0001.txt FORM 8-K 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 9, 2001 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 ITEM 5. OTHER EVENTS. On May 9, 2001, WorldCom, Inc. (the "Company") completed the pricing of a public debt offering of approximately $11.9 billion principal amount of debt securities, based on currency exchange rates on May 8, 2001. The net proceeds of $11.7 billion will be used for general corporate purposes, including to repay commercial paper, and repayment at maturity of $1.5 billion of the Company's 6.125% notes due August 15, 2001 and $1.5 billion of the Company's floating rate notes due November 26, 2001. The public debt offering consisted of the following series of notes:
Principal Interest First Amount Maturity Payable Interest Date - ----------------------------------------------------------------------------------------------------------------------- 6.50% Notes due 2004 $1.5 billion May 15, 2004 Semiannually on May 15 and November 15 November 15, 2001 7.50% Notes due 2011 $4.0 billion May 15, 2011 Semiannually on May 15 and November 15 November 15, 2001 8.25% Notes due 2031 $4.6 billion May 15, 2031 Semiannually on May 15 and November 15 November 15, 2001 6.75% Notes due 2008 (euro)1.25 billion May 15, 2008 Annually on May 15 May 15, 2002 7.25% Notes due 2008 (pound)500 million May 15, 2008 Annually on May 15 May 15, 2002
All of the notes, except for the 6.50% Notes due 2004 are redeemable, as a whole or in part, at the Company's option, at any time or from time to time, at respective redemption prices equal to: In the case of the U.S. dollar notes, the greater of: o 100% of the principal amount of the notes to be redeemed and o the sum of the present values of the Remaining Scheduled Payments, as defined therein, discounted, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined therein, plus: o 30 basis points for the notes due 2011, and o 35 basis points for the notes due 2031; In the case of the euro notes, the greater of: o 100% of the principal amount of the notes to be redeemed and o the sum of the present values of the Remaining Scheduled Payments, as defined therein, discounted, on an annual basis (based on the actual number of days elapsed divided by 365 or 366, as the case may be), at the Reference Euro Dealer Rate, as defined therein, plus 25 basis points; In the case of the sterling notes, the greater of: o 100% of the principal amount of the notes to be redeemed and o the price expressed as a percentage (rounded to three decimal places, with .0005 being rounded up) at which the Gross Redemption Yield, as defined therein, on the outstanding principal amount of the notes on the Reference Date, as defined therein, is equal to the Gross Redemption Yield (determined by reference to the middle-market price) at 3:00 p.m. (London time) on that date on the Benchmark Gilt, as defined therein, plus 25 basis points; plus, in the case of the U.S. dollar notes, the euro notes and the sterling notes, accrued interest to the date of redemption which has not been paid. 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 withholding 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 JP Morgan, 60 Wall Street, New York, New York, 10260 or Salomon Smith Barney, 388 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. 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 16, 2001 By: /s/ Scott D. Sullivan ------------------------------------ Scott D. Sullivan Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ------ ----------- 1.1 Underwriting Agreement dated May 9, 2001, among WorldCom, Inc. ("WorldCom") and J.P. Morgan Securities Inc., Salomon Smith Barney Inc., J.P. Morgan Securities Ltd. and Salomon Brothers International Limited, 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 9, 2001, among WorldCom, and J.P. Morgan Securities Inc., Salomon Smith Barney Inc., J.P. Morgan Securities Ltd. and Salomon Brothers International Limited, acting severally on behalf of themselves as Managers and Underwriters and on behalf of the other several Underwriters named therein 4.1 Form of 6.50% Notes Due 2004 4.2 Form of 7.50% Notes Due 2011 4.3 Form of 8.25% Notes Due 2031 4.4 Form of 6.75% Euro Notes Due 2008 4.5 Form of 7.25% Sterling Notes Due 2008 4.6 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 EX-1.1 2 0002.txt UNDERWRITING AGREEMENT Execution Copy [LOGO] WorldCom, Inc. $1,500,000,000 6.50% Notes due 2004 $4,000,000,000 7.50% Notes due 2011 $4,600,000,000 8.25% Notes due 2031 (euro)1,250,000,000 6.7 Notes due 2008 (pound)500,000,000 7.25% Notes due 2008 UNDERWRITING AGREEMENT May 9, 2001 Ladies and Gentlemen: 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. Terms used but not otherwise defined herein shall have the meanings assigned to them in the 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, 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 and 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 2 such time. The Company has also filed or proposes to file with the Commission a registration statement pursuant to Rule 462(b) under the Act registering additional Securities (the "Rule 462(b) Registration Statement"). The term "Registration Statement" means the registration statement, including the exhibits thereto, as amended to the date of the Terms Agreement together with any Rule 462(b) Registration Statement. The term "Basic Prospectus" means the prospectus included in the Registration Statement and filed with the Commission pursuant to Rule 424(b) under the Act. 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, and with respect to the Rule 462(b) Registration Statement, the Company will use its best efforts to cause it to become effective as soon as practicable; 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 3 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 amend ment 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 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 effective ness 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(e) 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(f) 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 4 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. (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 nonassessable. All of the 5 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 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 6 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 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. 7 (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. Any 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 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. 8 (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 transac tions 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. Payment for the U.S. Dollar Notes, the Euro Notes and the Sterling Notes shall be made by the several Underwriters of the U.S. Dollar Notes, the Euro Notes and the Sterling Notes through the Managers by a wire transfer in Federal Funds or other same day funds in U.S. dollars in the case of the U.S. Dollar Notes, in euros in the case of the Euro Notes and in pounds sterling in the case of the Sterling Notes, in each case 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 U.S. Dollar Notes, the Euro Notes and the Sterling Notes 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 9 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, if not already 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 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. 10 (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. (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 11 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 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 12 from borrowings under new or existing revolving credit agreements and lines of credit and issuances of commercial paper or interest rate swaps. (j) The Company will use its good faith efforts to comply in all material respects with the listing requirements of the Luxembourg Stock Exchange and to complete the listing of the Offered Securities to be sold by the Company on such exchange either prior to the Closing Date or within a reasonable time following the Closing Date. 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 such opinion and such statement of counsel for the Underwriters, addressed to the Managers and dated the Closing Date, each 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. 13 (f) That subsequent to the execution and delivery of this Underwriting Agreement and prior to the Closing Date, there 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 results in a "negative watch" or "negative outlook" or 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 by 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 14 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 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 15 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 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 and not jointly 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, under the heading "Offering Restrictions" and under the heading "Underwriting" (other than paragraph 9 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 16 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 indem nifying party will be entitled to appoint counsel satisfac tory 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 connec tion 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 appli- 17 cable, 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 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 18 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), 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). The remedies provided in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 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 19 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 per share (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 (a) Federal or New York State authorities or (b) any authority of any foreign jurisdiction that, in the case of this clause (b), would, in the reasonable judgment of the Managers, adversely affect the marketing of the Offered Securities, (iii) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or any foreign jurisdiction is such as to make it, in the reasonable 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 results in a "negative watch" or "negative outlook" or 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 20 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 with copies to: P. Bruce Borghardt, Esq., General Counsel - Corporate Development at 10777 Sunset Office Drive, Suite 330, St. Louis, MO 63127, and R. Randall Wang, Esq., Bryan Cave LLP at 211 North Broadway, St. Louis, MO 63102. 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. 21 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. 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. J.P. MORGAN SECURITIES INC. SALOMON SMITH BARNEY INC. By: /s/ Melanie Shugart ---------------------------------- J.P. MORGAN SECURITIES INC. Name: Melanie Shugart Title: Managing Director By: /s/ Tim Davies --------------------------------- SALOMON SMITH BARNEY INC. Name: Tim Davies Title: Managing Director 22 J.P. MORGAN SECURITIES LTD. SALOMON BROTHERS INTERNATIONAL LIMITED By: /s/ David Hill --------------------------------- J.P. MORGAN SECURITIES LTD. Name: David Hill Title: Vice President By: /s/ Mark Rhodes --------------------------------- SALOMON BROTHERS INTERNATIONAL LIMITED Name: Mark Rhodes Title: Attorney-in-Fact 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. EX-1.2 3 0003.txt TERMS AGREEMENT TERMS AGREEMENT WorldCom, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056 May 9, 2001 Ladies and Gentlemen: 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 6.50% Notes due 2004 (the "2004 U.S. Dollar Notes"), $4,000,000,000 aggregate principal amount of its 7.50% Notes due 2011 (the "2011 U.S. Dollar Notes") $4,600,000,000 aggregate principal amount of its 8.25% Notes due 2031 (the "2031 U.S. Dollar Notes, and together with the 2004 U.S. Dollar Notes, the 2011 U.S. Dollar Notes and the 2031 U.S. Dollar Notes, the "U.S. Dollar Notes"), (euro)1,250,000,000 aggregate principal amount of its 6.75% Notes due 2008 (the "Euro Notes") and (pound)500,000,000 aggregate principal amount of its 7.25% Notes due 2008 (the "Sterling 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. Each of the Underwriters named below under the table relating to U.S. Dollar Notes agrees, severally and not jointly, to purchase the respective principal amount of U.S. Dollar Notes set forth opposite its name below, in the case of the 2004 U.S. Dollar Notes, at a purchase price of 99.573% of the principal amount of such securities; in the case of the 2011 U.S. Dollar Notes, at a purchase price of 98.454% of the principal amount of such securities; and in the case of the 2031 U.S. Dollar Notes, at a purchase price of 97.223% of the principal amount of such securities, plus, in each case, accrued interest, if any, from May 16, 2001 to the date of payment and delivery. Each of the Underwriters named below under the table relating to Euro Notes agrees, severally and not jointly, to purchase the respective principal amount of Euro Notes set forth opposite its name below at a purchase price of 99.519% of the principal amount of such securities, plus accrued interest, if any, from May 16, 2001 to the date of payment and delivery. 2 Each of the Underwriters named below under the table relating to Sterling Notes agrees, severally and not jointly, to purchase the respective principal amount of Sterling Notes set forth opposite its name below at a purchase price of 99.370% of the principal amount of such securities, plus accrued interest, if any, from May 16, 2001 to the date of payment and delivery. 3
- ---------------------------------------------------------------------------------------- U.S. DOLLAR NOTES - ---------------------------------------------------------------------------------------- Principal Principal Principal Amount of 2004 U.S. Amount of 2011 U.S. Amount of 2031 U.S. Name Dollar Notes Dollar Notes Dollar Notes - ---------------------------------------------------------------------------------------- J.P. Morgan Securities $480,000,000 $1,290,000,000 $1,472,000,000 Inc. - ---------------------------------------------------------------------------------------- Salomon Smith Barney 480,000,000 1,290,000,000 1,472,000,000 Inc. - ---------------------------------------------------------------------------------------- Banc of America 165,000,000 440,000,000 506,000,000 Securities LLC - ---------------------------------------------------------------------------------------- ABN AMRO Incorporated 120,000,000 320,000,000 368,000,000 - ---------------------------------------------------------------------------------------- Deutsche Banc Alex. 120,000,000 320,000,000 368,000,000 Brown Inc - ---------------------------------------------------------------------------------------- Tokyo-Mitsubishi 30,000,000 80,000,000 92,000,000 International plc - ---------------------------------------------------------------------------------------- Westdeutsche Landesbank 30,000,000 80,000,000 92,000,000 Girozentrale - ---------------------------------------------------------------------------------------- BNP Paribas 15,000,000 40,000,000 46,000,000 - ---------------------------------------------------------------------------------------- Caboto Holding SIM 15,000,000 40,000,000 46,000,000 S.p.A - ---------------------------------------------------------------------------------------- Fleet Securities, Inc. 15,000,000 40,000,000 46,000,000 - ---------------------------------------------------------------------------------------- Mizuho International 15,000,000 40,000,000 46,000,000 plc - ---------------------------------------------------------------------------------------- Blaylock & Partners, 7,500,000 20,000,000 23,000,000 L.P. - ---------------------------------------------------------------------------------------- Utendahl Capital 7,500,000 0 23,000,000 Partners, L.P. - ---------------------------------------------------------------------------------------- Total $1,500,000,000 $4,000,000,000 $4,600,000,000 - ----------------------------------------------------------------------------------------
4 - -------------------------------------------------------------------------------- EURO NOTES and STERLING NOTES - -------------------------------------------------------------------------------- Principal Amount of Principal Amount of Name Euro Notes Sterling Notes - -------------------------------------------------------------------------------- J.P. Morgan Securities Ltd. (euro)403,125,000 (pound)160,000,000 - -------------------------------------------------------------------------------- Salomon Brothers International 403,125,000 160,000,000 Limited - -------------------------------------------------------------------------------- Banc of America Securities Limited 137,500,000 55,000,000 - -------------------------------------------------------------------------------- ABN AMRO Bank N.V. 100,000,000 40,000,000 - -------------------------------------------------------------------------------- Deutsche Bank AG London 100,000,000 40,000,000 - -------------------------------------------------------------------------------- Tokyo-Mitsubishi International plc 25,000,000 10,000,000 - -------------------------------------------------------------------------------- Westdeutsche Landesbank Girozentrale 25,000,000 10,000,000 - -------------------------------------------------------------------------------- BNP Paribas 12,500,000 5,000,000 - -------------------------------------------------------------------------------- Caboto Holding SIM S.p.A 12,500,000 5,000,000 - -------------------------------------------------------------------------------- Robertson Stephens International 12,500,000 5,000,000 Limited - -------------------------------------------------------------------------------- Mizuho International plc 12,500,000 5,000,000 - -------------------------------------------------------------------------------- Blaylock & Partners , L.P. 6,250,000 2,500,000 - -------------------------------------------------------------------------------- Utendahl Capital Partners, L.P. 0 2,500,000 - -------------------------------------------------------------------------------- Total (euro)1,250,000,000 (pound)500,000,000 - -------------------------------------------------------------------------------- The Underwriters will pay for such offered Securities upon delivery thereof at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York, at 10:00 a.m., (New York City time) on May 16, 2001 or at such other time, not later than 10:00 a.m. (New York City 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 1, 2001 (the "Prospectus"), and the Prospectus Supplement dated May 9, 2001 (the "Prospectus Supplement"), including the following: Maturity Date: In the case of the 2004 U.S. Dollar Notes, May 15, 2004; in the case of the 2011 U.S. Dollar Notes, May 15, 2011; in the case of the 2031 U.S. Dollar Notes, May 15, 2031; in the case of the Euro Notes, May 15, 2008; and in the case of the Sterling Notes, May 15, 2008. 5 Interest Rate: In the case of the 2004 U.S. Dollar Notes, 6.50%; in the case of the 2011 U.S. Dollar Notes, 7.50%; in the case of the 2031 U.S. Dollar Notes, 8.25%; in the case of the Euro Notes, 6.75%; and in the case of the Sterling Notes, 7.25%. Redemption Provisions: The 2011 U.S. Dollar Notes, the 2031 U.S. Dollar Notes, the Euro Notes and the Sterling Notes will be redeemable in 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 mailed to the registered address of each holder of Offered Securities to be redeemed and published in Luxembourg as described in the Prospectus at redemption prices equal to the greater of: In the case of the U.S. Dollar notes, the greater of: o 100% of the principal amount of the U.S. Dollar Notes to be redeemed and o the sum of the present values of Remaining Scheduled Payments, as defined in the Prospectus, discounted on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined in the Prospectus, plus: o 30 basis points for the 2011 U.S. Dollar Notes; and o 35 basis points for the 2031 U.S. Dollar Notes; In the case of the Euro Notes, the greater of: o 100% of the principal amount of the Euro Notes to be redeemed and o the sum of the present values of the Remaining Scheduled Payments, as defined in the Prospectus, discounted, on an annual basis (based on the actual number of days elapsed divided by 365 or 366, as the case may be), at the Reference Euro Dealer Rate, as defined in the Prospectus, plus 25 basis points; 6 In the case of the Sterling Notes, the greater of: o 100% of the principal amount of the Sterling Notes to be redeemed and o the price expressed as a percentage (rounded to three decimal places, with .0005 being rounded up) at which the Gross Redemption Yield, as defined in the Prospectus, on the outstanding principal amount of the Sterling Notes on the Reference Date, as defined in the Prospectus, is equal to the Gross Redemption Yield (determined by reference to the middle-market price) at 3:00 p.m. (London time) on that date on the Benchmark Gilt, as defined in the Prospectus, plus 25 basis points; plus, in the case of the U.S. Dollar Notes, the Sterling Notes and the Euro Notes, accrued interest to the date of redemption which has not been paid. Interest Payment Dates: Interest on the 2004 U.S. Dollar Notes, the 2011 U.S. Notes and the 2031 U.S. Dollar Notes is payable semiannually in arrears on May 15 and November 15 of each year beginning November 15, 2001. Interest on the Euro Notes is payable annually in arrears on May 15 of each year, beginning on May 15, 2002. Interest on the Sterling Notes is payable annually in arrears on May 15 of each year, beginning May 15, 2002. Form and Denomination: The Offered Securities 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 in the case of U.S. Dollar Notes and in the name of a common depositary for Clearstream Societe Anonyme, Luxembourg, and Euroclear N.A. and S.A., as operator of the Euroclear system in the case of the Euro Notes and the Sterling Notes. Each of the Offered Securities will be available for purchases in denominations of $1,000 for the U.S. Dollar Notes, (euro)1,000 for the Euro Notes and (pound)1,000 for the Sterling Notes, and integral multiples thereof, in book-entry form only. Senior or Subordinated: Senior Other Terms: Each of the Underwriters hereby represents and agrees that it has not and will not offer, sell or deliver any of the Offered Securities directly or indirectly, or 7 distribute the Prospectus Supplement or the Prospectus or any other offering material relating to the Offered Securities, 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 obligations on the Company, except as set forth herein. In particular, each Underwriter represents and agrees that: 1. It has not offered or sold and will not offer or sell any Offered Securities to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Offered Securities 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 Offered Securities 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 Offered Securities in, from or otherwise involving the United Kingdom. 4. It has not offered or sold and it will not offer or sell any Offered Securities directly or indirectly in Japan or to, or for the benefit of any Japanese person or to any persons, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person except pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan available thereunder and otherwise 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 8 care of (a) Salomon Smith Barney Inc., General Counsel (fax no.: (212) 816-7071), 388 Greenwich Street, New York, New York, 10013 and (b) J.P. Morgan Securities Inc., General Counsel (fax no.: (212) 270-7473), 60 Wall Street, New York, New York 10260. 9 All provisions of the Underwriting Agreement dated May 9, 2001, among WorldCom and the Underwriters, 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. 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, J.P. MORGAN SECURITIES INC. SALOMON SMITH BARNEY INC. By: /s/ Melanie Shugart ------------------------------------ J.P. MORGAN SECURITIES INC. Name: Melanie Shugart Title: Managing Director By: /s/ Tim Davies ------------------------------------ SALOMON SMITH BARNEY INC. Name: Tim Davies Title: Managing Director J.P. MORGAN SECURITIES LTD. SALOMON BROTHERS INTERNATIONAL LIMITED By: /s/ David Hill ------------------------------------ J.P. MORGAN SECURITIES LTD. Name: David Hill Title: Vice President By: /s/ Mark Rhodes ------------------------------------ SALOMON BROTHERS INTERNATIONAL LIMITED Name: Mark Rhodes Title: Attorney-in-Fact Acting severally on behalf of themselves as Managers and Underwriters 10 and on behalf of the other several Underwriters, if any, named in this Terms Agreement. Accepted on the date set forth above: WORLDCOM, INC. By: /s/ Scott D. Sullivan -------------------------------- Name: Scott D. Sullivan Title: Chief Financial Officer EX-4.1 4 0004.txt FORM OF 6.50% NOTES DUE 2004 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. 6.50% Note Due 2004 Principal Amount No. R-__ $______________ CUSIP 98157D AH 9 ISIN No.: US98157DAH98 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 ________________ MILLION DOLLARS on May 15, 2004 (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 16, 2001, payable semiannually in arrears on May 15 and November 15 of each year (each, an "Interest Payment Date"), commencing on November 15, 2001, and at Maturity, at the rate of 6.50% 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 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, 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, 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 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 6.50% Notes Due 2004, 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 9, 2001 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. 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. 2 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 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 16, 2001 CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:__________________________________ Authorized Representative 4 Reverse of Note WorldCom, Inc. 6.50% Note Due 2004 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; (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. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 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 9, 2001, 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 9, 2001 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 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. 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 7 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. Initially, the Trustee will be the Security Registrar and 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 8 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," means each day other than a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City. 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 EX-4.2 5 0005.txt FORM OF 7.50% NOTES DUE 2011 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. 7.50% Note Due 2011 Principal Amount No. R-__ $_____________ CUSIP 98157D AJ 5 ISIN No.: US98157DAJ54 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 _____________ MILLION DOLLARS on May 15, 2011 (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 16, 2001, payable semiannually in arrears on May 15 and November 15 in each year (each, an "Interest Payment Date"), commencing on November 15, 2001, and at Maturity, at the rate of 7.50% 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 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 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 7.50% Notes Due 2011, initially in the aggregate principal amount of $4,000,000,000 (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 9, 2001 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 to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments discounted, 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 which has not been paid. Notice of redemption shall be given by mail to Holders of the Notes and, so long as the Notes are listed on the Luxembourg Stock Exchange, published in a daily newspaper of general circulation in Luxembourg, 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 2 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, unless the Company defaults in the payment of such Redemption Price and accrued interest. 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. ------------------------------- 3 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 16, 2001 CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:__________________________________ Authorized Representative 4 Reverse of Note WorldCom, Inc. 7.50% Note Due 2011 "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. "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of four Reference U.S Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of such Reference U.S. Treasury Dealer Quotations; or (ii) if the Trustee obtains fewer than four Reference U.S. Treasury Dealer Quotations, the average of all quotations obtained by the Trustee. "Independent Investment Banker" means one of the Reference U.S. Treasury Dealers, to be appointed by the Company. "Reference U.S. Treasury Dealer" means each of J.P. Morgan Securities Inc. and Salomon Smith Barney 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. "Reference U.S. Treasury Dealer Quotations" means, with respect to each Reference U.S. 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 U.S. Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such Redemption Date. "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 next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "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 5 Comparable Treasury Price for that Redemption Date. The Treasury Rate will be calculated on the third Business Day preceeding the 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; 6 (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. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 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 9, 2001, 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 9, 2001 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 7 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 the registered Holder of a global Note, DTC, such depository or such nominee, as the 8 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 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 9 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," means each day other than a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City. 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. 10 EX-4.3 6 0006.txt FORM OF 8.25% NOTES DUE 2031 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. 8.25% Note Due 2031 Principal Amount No. R-__ $_______________ CUSIP 98157D AK 2 ISIN No.: US98157DAK28 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 _____________ MILLION DOLLARS on May 15, 2031 (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 16, 2001, payable semiannually in arrears on May 15 and November 15 in each year (each, an "Interest Payment Date"), commencing on November 15, 2001, and at Maturity, at the rate of 8.25% 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 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 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 8.25% Notes Due 2031, initially in the aggregate principal amount of $4,600,000,000 (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 9, 2001 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, in 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 to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 35 basis points, plus in the case of each of (i) and (ii) accrued interest thereon to the Redemption Date which has not been paid. Notice of redemption shall be given by mail to Holders of the Notes and, so long as the Notes are listed on the Luxembourg Stock Exchange, published in a daily newspaper of general circulation in Luxembourg, 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 2 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, unless the Company defaults in the payment of the Redemption Price and accrued interest. 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. ------------------------------- 3 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 16, 2001 CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:__________________________________ Authorized Representative 4 Reverse of Note WorldCom, Inc. 8.25% Note Due 2031 "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. "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of four Reference U.S Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of such Reference U.S. Treasury Dealer Quotations; or (ii) if the Trustee obtains fewer than four Reference U.S. Treasury Dealer Quotations, the average of all quotations obtained by the Trustee. "Independent Investment Banker" means one of the Reference U.S. Treasury Dealers, to be appointed by the Company. "Reference U.S. Treasury Dealer" means each of J.P. Morgan Securities Inc. and Salomon Smith Barney 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. "Reference U.S. Treasury Dealer Quotations" means, with respect to each Reference U.S. 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 U.S. Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such Redemption Date. "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 next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "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 5 Comparable Treasury Price for that Redemption Date. The Treasury Rate will be calculated on the third Business Day preceeding the 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; 6 (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. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 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 9, 2001, 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 9, 2001 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 7 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 the registered Holder of a global Note, DTC, such depository or such nominee, as the 8 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 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 9 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," means each day other than a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City. 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. 10 EX-4.4 7 0007.txt FORM OF 6.75% EURO NOTE DUE 2008 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, 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 CHASE NOMINEES LIMITED, AS NOMINEE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, AS COMMON DEPOSITARY FOR CLEARSTREAM AND EUROCLEAR, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CLEARSTREAM OR EUROCLEAR (AND ANY PAYMENT IS MADE TO THE CHASE MANHATTAN BANK, LONDON BRANCH, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CHASE MANHATTAN BANK, LONDON BRANCH), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CHASE NOMINEES LIMITED, AS NOMINEE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, 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. 6.75% Euro Note Due 2008 Principal Amount No. R-__ (euro)_____________ CUSIP 98157D AL 0 ISIN No.: XS0129507488 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 CHASE NOMINEES LIMITED, AS NOMINEE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, or registered assigns, the principal sum of ______________________ MILLION EUROS on May 15, 2008 (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 16, 2001, payable annually in arrears on May 15 in each year (an "Interest Payment Date"), commencing on May 15, 2002, and at Maturity, at the rate of 6.75% 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 (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 London, England. Interest shall be computed on the basis of the actual number of days elapsed since May 16, 2001 or, if interest is to be calculated in respect of a period of less than a full year, it will be calculated on the basis of the actual number of days elapsed divided by the actual number of days in the period from and including the later of May 16, 2001 or the last Interest Payment Date upon which interest was paid to but excluding the next Interest Payment Date. 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 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 London, England. 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 euros. Interest payable on any Interest Payment Date will be paid to Clearstream or Euroclear, as the case may be, with respect to the portion of this Note held for its account by Chase Nominees Limited, as nominee of The Chase Manhattan Bank, London Branch, 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 6.75% Euro Notes Due 2008, initially in the aggregate principal amount of (euro)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 9, 2001 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. 2 This Note shall be redeemable, in 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 to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments discounted, on an annual basis (based on the actual number of days elapsed divided by 365 or 366 as the case may be), at the Reference Euro Dealer Rate, plus 25 basis points, plus in the case of each of (i) and (ii) accrued interest thereon to the Redemption Date which has not been paid. Notice of redemption shall be given by mail to Holders of the Notes and, so long as the Notes are listed on the Luxembourg Stock Exchange, published in a daily newspaper of general circulation in Luxembourg, 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, unless the Company defaults in the payment of such Redemption Price and accrued interest. 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. ------------------------------- 3 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 16, 2001 CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:__________________________________ Authorized Representative 4 Reverse of Note WorldCom, Inc. 6.75% Euro Note Due 2008 "Reference Euro Dealer" means either J.P. Morgan Securities Ltd. or Salomon Brothers International Limited or their respective successors, as selected by the Company. "Reference Euro Dealer Rate" means, with respect to the Reference Euro Dealer and any Redemption Date, the midmarket annual yield to maturity, as determined by the Reference Euro Dealer, of the 4.75% BUND due 4 July, 2008 or, if that security is no longer outstanding, a similar security in the reasonable judgment of the Reference Euro Dealer, at 11:00 a.m. (London time) on the fifth Business Day preceding such Redemption Date, quoted in writing to the Trustee by such Reference Euro 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 next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. Payment of the principal of (and premium, if any) and interest, if any, on this Note, as aforesaid, shall be made in euros. 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; (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. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 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 9, 2001, 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 9, 2001 6 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. 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 7 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 (euro)1,000 and any integral multiple of (euro)1,000, and in book-entry form. The Notes may be represented by one or more global Notes deposited with The Chase Manhattan Bank, London Branch, and registered in the name of Chase Nominees Limited, as nominee of The Chase Manhattan Bank, London Branch, with certain limited exceptions. So long as Chase Nominees Limited, as nominee of The Chase Manhattan Bank, London Branch, is the registered Holder of a global Note, The Chase Manhattan Bank, London Branch, 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 Clearstream's and Euroclear'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, Clearstream or Euroclear 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 The Chase Manhattan Bank, London Branch, notifies the Company that it is unwilling or unable to continue as depository for the global Note or Notes 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 The Chase Manhattan Bank, London Branch, 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 8 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 The Chase Manhattan Bank, London Branch, 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 Chase Manhattan Bank, London Branch, will be the Security Registrar and 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 " means each day other than (i) a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in London and (ii) a day which is not a TARGET Business Day. "TARGET Business Day" means a day on which the Trans-European Automated Real-Time Gross-Settlement Express Transfer (TARGET) System is open. 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 9 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. 10 EX-4.5 8 0008.txt FORM OF 7.25% STERLING NOTES DUE 2008 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, 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 CHASE NOMINEES LIMITED, AS NOMINEE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, AS COMMON DEPOSITARY FOR CLEARSTREAM AND EUROCLEAR, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CHASE MANHATTAN BANK, LONDON BRANCH (AND ANY PAYMENT IS MADE TO THE CHASE MANHATTAN BANK, LONDON BRANCH, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CHASE MANHATTAN BANK, LONDON BRANCH), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CHASE NOMINEES LIMITED, AS NOMINEE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, 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. 7.25% Sterling Note Due 2008 Principal Amount No. R-__ (pound)____________ CUSIP 98157D AM 8 ISIN No.: XS0129518410 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 CHASE NOMINEES LIMITED, AS NOMINEE OF THE CHASE MANHATTAN BANK, LONDON BRANCH, or registered assigns, the principal sum of _________________ MILLION POUNDS STERLING on May 15, 2008 (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 16, 2001, payable annually in arrears on May 15 in each year (an "Interest Payment Date"), commencing on May 15, 2002, and at Maturity, at the rate of 7.25% 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 (whether or not a Business Day) next preceding such Interest Payment Date, at the office or agency of the Company maintained for such purpose in the City of London, England. Interest shall be computed on the basis of the actual number of days elapsed since May 16, 2001 or, if interest is to be calculated in respect of a period of less than a full year, it will be calculated on the basis of the actual number of days elapsed divided by the actual number of days in the period from and including the later of May 16, 2001 or the last Interest Payment Date upon which interest was paid to but excluding the next Interest Payment Date. 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 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 London, England. 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 pounds sterling or such coin or currency of the United Kingdom 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 Clearstream or Euroclear, as the case may be, with respect to the portion of this Note held for its account by Chase Nominees Limited, as nominee of The Chase Manhattan Bank, London Branch, 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 7.25% Sterling Notes Due 2008, initially in the aggregate principal amount of (pound)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 9, 2001 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. 2 This Note shall be redeemable, in 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 to be redeemed and (ii) the price expressed as a percentage (rounded to three decimal places, with .0005 being rounded up) at which the Gross Redemption Yield on the outstanding principal amount of the Sterling Notes Due 2008 on the Reference Date is equal to the Gross Redemption Yield (determined by reference to the middle-market price) at 3:00 p.m. (London time) on that date on the Benchmark Gilt plus 25 basis points, plus in the case of each of (i) and (ii) accrued interest thereon to the Redemption Date which has not been paid. Notice of redemption shall be given by mail to Holders of the Notes and, so long as the Notes are listed on the Luxembourg Stock Exchange, published in a daily newspaper of general circulation in Luxembourg, 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 unless the Company defaults in the payment of the Redemption Price and accrued interest. 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. ------------------------------- 3 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 16, 2001 CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By:_____________________________________ Authorized Representative 4 Reverse of Note WorldCom, Inc. 7.25% Sterling Note Due 2008 "Benchmark Gilt" means the 9% Treasury Stock due 13 October, 2008 while that stock is in issue, and thereafter such other United Kingdom government stock as the Reference Sterling Dealer may, with the advice of two brokers and/or United Kingdom gilt-edged market makers or such other two persons operating in the United Kingdom gilt-edged market as the Reference Sterling Dealer may select, determine from time to time to be the most appropriate benchmark United Kingdom government stock for the Sterling Notes Due 2008. "Gross Redemption Yield" means a yield calculated on the basis indicated by the Joint Index and Classification Committee of the Institute and Faculty of Actuaries as reported in the Journal of the Institute of Actuaries, Vol. 105, Part 1, 1978, page 18 or on such other basis as the trustee may approve. "Reference Date" means the day which is the third dealing day in London prior to the publication of the notice of redemption referred to above. "Reference Sterling Dealer" means either J.P. Morgan Securities Ltd. or Salomon Brothers International Limited or their respective successors, as selected by the Company. Payment of the principal of (and premium, if any) and interest on this Note, as aforesaid, shall be made in pounds sterling or such coin or currency of the United Kingdom as at the time of payment shall be legal tender for the payment of public and private debts. If the British pound sterling is converted into or replaced by another currency pursuant to law having general and direct applicability in the United Kingdom (including, without limitation, European Community laws), any payment in respect of this Note by the Company shall be made in the currency into or by which the British pound sterling has been so converted or replaced, based on the conversion or other equivalency rate prescribed by law having general and direct applicability in the United Kingdom (including, without limitation) European Community laws) at the time of such payment. If any currency is introduced in the United Kingdom on the basis of a legally enforceable equivalency to the British pound sterling pursuant to law having general and direct applicability in the United Kingdom (including, without limitation, European Community laws) in preparation for conversion of the British pound sterling into, or replacement of the British pound sterling by, such other currency, the Company shall be entitled, at its option, to make any payment in respect of this Note in such other currency based on the equivalency rate prescribed by law having general and direct applicability in the United Kingdom (including, without limitation, European Community laws) at the time of such payment. A payment made by the Company in a currency other than the British pound sterling pursuant to these terms shall not, by itself, constitute a default in the Company's obligations under this Note. The occurrence or nonoccurrence of a currency conversion, replacement or introduction of a type described in herein, by itself, shall not (i) be deemed to be a modification or amendment of the terms or provisions of this Note by the Company, (ii) entitle the Company to avoid its obligations under this Note or (iii) entitle the Company or any holder of this Note to rescission of the purchase and sale of this Note or to reformation of any of the terms or provisions thereof on the grounds of impossibility or impracticability of performance, frustration of purpose or otherwise. 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 5 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; (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 6 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. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. 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 9, 2001, 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 9, 2001 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. 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 7 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 (pound)1,000 and any integral multiple of (pound)1,000, and in book-entry form. The Notes may be represented by one or more global Notes deposited with The Chase Manhattan Bank, London Branch, and registered in the name of Chase Nominees Limited, as nominee for The Chase Manhattan Bank, London Branch, with certain limited exceptions. So long as Chase Nominees Limited, as nominee for The Chase Manhattan Bank, London Branch, is the registered Holder of a global Note, The Chase Manhattan Bank, London Branch, 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 Clearstream's or Euroclear's procedures and, if such person is not a participant, on the procedures of the 8 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, Clearstream or Euroclear 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 The Chase Manhattan Bank, London Branch, notifies the Company that it is unwilling or unable to continue as depository for the global Note or Notes 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 The Chase Manhattan Bank, London Branch 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 The Chase Manhattan Bank, London Branch, 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 Chase Manhattan Bank, London Branch, will be the Security Registrar and 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 9 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 " means each day other than a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in the City of London. 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. 10 EX-8.1 9 0009.txt OPINION OF BRYAN CAVE LLP [LETTERHEAD OF BRYAN CAVE LLP] May 16, 2001 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 Prospectus Supplement dated May 9, 2001 (the "Prospectus Supplement") to the Prospectus (the "Prospectus") dated May 9, 2001 pursuant to the Registration Statement on Form S-3 (Registration No. 333-34578), as amended, and the Registration Statement on Form S-3 (Registration No. 333-60576) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (together, the "Registration Statement"). The Prospectus Supplement and the accompanying Prospectus provide that the Company may offer from time to time its Debt Securities in the aggregate principal amount of up to U.S. $11.91705 billion ($11,917,050,000) (or the equivalent amount in other currencies). The Prospectus Supplement provides that the Company will offer four series of notes in the aggregate amount of U.S. $11.91705 billion ($11,917,050,000) (including $10.1 billion ($10,100,000,000) in U.S. dollar notes, (euro)1.25 billion ((euro)1,250,000,000) in euro notes, and (pound)500 million ((pound)500,000,000) in Sterling notes). 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, BRYAN CAVE LLP WorldCom, Inc. May 16, 2001 Page 2 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 Tax Consequences" 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 U.S. Holders and 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 "Lawyers" 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 2 -----END PRIVACY-ENHANCED MESSAGE-----