OZEMAIL LIMITEDSubscription Agreement • December 21st, 1998 • Mci Worldcom Inc • Telephone communications (no radiotelephone) • New South Wales
EXECUTION VERSION SECOND AMENDMENT, dated as of April 20, 2004 (this "Second Amendment"), to the Stock Purchase Agreement, dated as of March 12, 2004, as amended by that certain First Amendment, dated as of April 7, 2004 (as amended by the First...Stock Purchase Agreement • April 23rd, 2004 • Mci Inc • Telephone communications (no radiotelephone) • New York
AMONGAgreement and Plan of Merger • February 17th, 2005 • Mci Inc • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 10.1 AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 7th, 1998 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • New York
WITNESSETH:Stockholders Agreement • September 17th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • Georgia
TERMS AGREEMENT WorldCom, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056Terms Agreement • May 16th, 2001 • Worldcom Inc/ga// • Telephone communications (no radiotelephone)
EXHIBIT 99.3 SETTLEMENT AGREEMENT Stiles A. Kellett, Jr. ("Kellett") and Kellett Investment Corporation ("KIC") (collectively "Kellett/KIC") and WorldCom, Inc. ("WorldCom" or the "Company") enter into this Settlement Agreement as of October 27, 2002,...Settlement Agreement • November 12th, 2002 • Worldcom Inc • Telephone communications (no radiotelephone) • Georgia
WORLDCOM, INC.Underwriting Agreement • January 31st, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.1 AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit Agreement • August 16th, 1999 • Mci Worldcom Inc • Telephone communications (no radiotelephone) • New York
Terms of the Merger - Definitive merger agreement - $51 WorldCom stock to MCI shareholders - BT class A receives $51 cash - Collar of $29 to $41 - $37 B transaction - Purchase method of accounting - Approximately 20% accretive in 1999 4 IntroductionWorldcom Inc /Ga/ • November 12th, 1997 • Telephone communications (no radiotelephone)
EXHIBIT 99.2 STOCK PURCHASE AGREEMENT dated as of March 12, 2004Stock Purchase Agreement • March 18th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York
TO THEGuarantee Agreement • November 16th, 1998 • Mci Worldcom Inc • Telephone communications (no radiotelephone) • New York
Indenture TIA Section SectionMci Worldcom Inc • August 26th, 1999 • Telephone communications (no radiotelephone) • New York
LOGO] WorldCom, Inc.Worldcom Inc/ga// • May 16th, 2001 • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of May 23, 2002Receivables Purchase Agreement • May 29th, 2002 • Worldcom Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT dated as of November 9, 1997, among BRITISH TELECOMMUNICATIONS PLC, a public limited company incorporated under the laws of England and Wales ("BT"), MCI COMMUNICATIONS CORP., a Delaware corporation ("MCI"), and WORLDCOM, a Georgia...Agreement • November 12th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • Delaware
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 13th, 1999 • Mci Worldcom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO MFS ACQUISITION THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO MFS ACQUISITION (the "AMENDMENT") is entered into as of December 20,...Credit Agreement • March 18th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone)
Exhibit 10.5 SEPARATION AGREEMENT (BERNARD J. EBBERS) SEPARATION AGREEMENT, dated as of April 29, 2002, between WORLDCOM, INC., a Georgia corporation (the "Company"), and BERNARD J. EBBERS (the "Executive"). SECTION 1. RESIGNATION. The Executive...Separation Agreement • May 15th, 2002 • Worldcom Inc/ga// • Telephone communications (no radiotelephone) • Mississippi
EXHIBIT A MUTUAL RELEASE THIS RELEASE ("Release") is made by and between Bernard J. Ebbers ("you") and WorldCom, Inc. (the "Company") as of the date set forth below in connection with the parties' execution of the Separation Agreement dated April 29,...Worldcom Inc/ga// • May 15th, 2002 • Telephone communications (no radiotelephone)
and THE BANK OF NEW YORK Rights AgentRights Agreement • March 13th, 2002 • Worldcom Inc/ga// • Telephone communications (no radiotelephone) • Georgia
RECITALSPledge and Security Agreement • May 15th, 2002 • Worldcom Inc/ga// • Telephone communications (no radiotelephone) • Mississippi
EXHIBIT 1.1 WorldCom, Inc. Underwriting Agreement Standard Provisions March 26, 1997 From time to time, WorldCom, Inc., a Georgia corporation (the "Company"), may enter into one or more agreements that provide for the sale of designated securities to...Worldcom Inc /Ga/ • April 2nd, 1997 • Telephone communications (no radiotelephone) • Georgia
TOIndenture • May 15th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement is entered into as of May 22, 1997, by and between WorldCom, Inc. (the "Company") and The Bank of New York, as Rights Agent. WHEREAS, the Company and the Rights...Rights Agreement • June 6th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone)
WORLDCOM, INC. ANDDeposit Agreement • November 13th, 1996 • Worldcom Inc /MS/ • Telephone communications (no radiotelephone) • New York
ToMci Worldcom Inc • April 12th, 2000 • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.1 WorldCom, Inc. Dealer Managers Agreement June [ ], 1997 Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: WorldCom, Inc., a Georgia...Worldcom Inc /Ga/ • June 27th, 1997 • Telephone communications (no radiotelephone) • New York
WITNESSETH:Standstill Agreement • September 17th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • Georgia
Exhibit 10.3 FIRST AMENDMENT AND RENEWAL OF THE AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS FIRST AMENDMENT AND RENEWAL OF THE AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT ("Amendment") is...Credit and Term Loan Agreement • August 14th, 2000 • Worldcom Inc/ga// • Telephone communications (no radiotelephone)
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 17th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • Georgia
WORLDCOM, INC. ToWorldcom Inc /Ga/ • June 27th, 1997 • Telephone communications (no radiotelephone) • New York
AMENDMENT NUMBER 1 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • March 18th, 1997 • Worldcom Inc /Ga/ • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.32 MCI COMMUNICATIONS CORPORATION 1801 Pennsylvania Avenue, N.W BERT C. ROBERTS, JR. Washington, DC 20006 Chairman September 16, 1998 Gerald H. Taylor 2606 Normanstone Lane, N.W. Washington, DC 20008 Dear Jerry: This letter confirms...Mci Worldcom Inc • March 30th, 1999 • Telephone communications (no radiotelephone)
among WORLDCOM, INC., BORROWERRevolving Credit Agreement • June 12th, 2001 • Worldcom Inc/ga// • Telephone communications (no radiotelephone) • New York
