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 the several Underwriters named therein. The standard provisions
set forth herein may be incorporated by reference in any such agreement (a
"Terms Agreement"). The Terms Agreement, including the provisions incorporated
therein by reference, is herein referred to as the "Underwriting Agreement".
Unless otherwise defined herein, terms defined in the Terms Agreement are used
herein as therein defined. A form of Terms Agreement is attached hereto as
Exhibit A.
The Company proposes to issue from time to time debt securities to be
issued pursuant to the provisions of (i) an indenture relating to Senior Debt
Securities, dated as of March 1, 1997, between the Company and Mellon Bank,
N.A., as Trustee (as supplemented or amended from time to time, the "Senior
Indenture"), or (ii) an indenture relating to Subordinated Debt Securities,
dated as of March 1, 1997, between the Company and Mellon Bank, N.A., as Trustee
(as supplemented or amended from time to time, the "Subordinated Indenture").
The Terms Agreement will specify whether the debt securities being offered are
Senior Debt Securities or Subordinated Debt Securities and the indenture
pursuant to which such securities are being issued (referred to herein as the
"Indenture").
The debt securities will have varying designations, maturities, rates and
times of payment of interest, selling prices, redemption terms and other terms.
Any such debt securities are herein sometimes referred to individually as the
"Offered Securities" and collectively as the "Securities".
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. Each offering of
Securities will be made through one or more of you or through an underwriting
syndicate managed by one or more of you.
The Company has filed with the Securities and Exchange Commission (the
"Commission"), in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations thereunder (herein referred to
collectively as the "Act"), a registration statement (File No. 333-20911) on
Form S-3, including a prospectus relating to the Securities, and has filed or
proposes to file with the Commission a prospectus supplement or supplements
specifically relating to the Offered Securities pursuant to Rule 424 under the
Act in the form furnished by the Company to the Manager or Managers named in the
Terms Agreement (the "Manager") or, to the extent not completed at the time of
execution of the Terms Agreement, in such form as the Company and the Manager
shall have agreed to at such time. The term Registration Statement means the
registration statement as amended to the date of the Terms Agreement. The term
Basic Prospectus means the prospectus included in the Registration
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Statement. The term Prospectus means the Basic Prospectus together with the
prospectus supplement (other than a preliminary prospectus supplement)
specifically relating to the Offered Securities in the form first used to
confirm sales of the Offered Securities. The term preliminary prospectus means a
preliminary prospectus supplement specifically relating to the Offered
Securities, together with the Basic Prospectus. As used herein, the terms
"Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary
prospectus" shall include, in each case, the material, if any, incorporated by
reference therein.
The Company and the Underwriters agree as follows:
SECTION 1. Representations and Warranties. The Company represents and
warrants to each of the Underwriters that:
(a) The Company meets the requirements for the use of Form S-3 under the
Act. The Registration Statement has become effective; no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose are pending before or threatened by the Commission.
(b)(i) Each document, if any, filed or to be filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder, (ii) each part of the Registration
Statement, when such part became effective, did not contain, and each such part,
as amended or supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) the
Registration Statement and the Prospectus comply, and, as amended or
supplemented, if applicable, will comply in all material respects with the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the applicable rules and regulations of the Commission thereunder and (iv) the
Prospectus does not contain and, as amended or supplemented, if applicable, will
not, as of the applicable filing date as to the Prospectus and any amendment or
supplement thereto and the Closing Date, 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 Manager 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 would
prevent the issuance of the Offered Securities, suspend the effectiveness of the
Registration Statement, prevent or suspend the use of any preliminary
prospectus, or suspend the sale of the Offered Securities in any jurisdiction
referred to in Section 4(f) below; provided, however, that to the extent this
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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 its
subsidiaries with respect to the Company or any of the subsidiaries that relates
to any document incorporated in the Registration Statement, 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 or the
Prospectus (or any supplement thereto).
(d) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as set forth in the
Prospectus, neither the Company nor any of the Subsidiaries has incurred any
liabilities or obligations, direct or contingent, which are material to the
Company and the Subsidiaries taken as a whole, nor entered into any material
transaction not in the ordinary course of business, and there has not been,
singularly or in the aggregate, any material adverse change in the properties,
business, results of operations, financial condition, affairs or business
prospects of the Company and its Subsidiaries taken as a whole (a "Material
Adverse Change"). Without limiting the foregoing, neither the Company nor any of
its Subsidiaries has sustained since the date of the latest audited financial
statements included, or incorporated by reference, in the Prospectus any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus, except as
set forth in the Prospectus, there has not been any material change in the
capital stock or long-term debt of the Company or any of the Subsidiaries.
(e) The Subsidiaries of the Company listed on Exhibit C hereto
(individually a "Subsidiary" and collectively, the "Subsidiaries") are the only
Significant Subsidiaries of the Company (within the meaning of Rule 405 under
the Act). Each of the Company and the Subsidiaries (x) has been duly organized
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of organization, (y) 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
(z) 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
prospects of the Company and its Subsidiaries taken as a whole (a "Material
Adverse Effect"). The Company has the requisite power and authority to authorize
the offering of the Offered Securities to be sold by it, to execute, deliver and
perform this Underwriting Agreement and to issue, sell and deliver the Offered
Securities to be sold by it.
(f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and are fully paid and non-assessable. All of
the issued and outstanding shares of capital stock of each Subsidiary have been
duly and validly authorized and issued, are fully
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paid and non-assessable and (except as set forth 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 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 and constitutes a valid and legally
binding agreement of the Company, enforceable against the Company in accordance
with its terms (assuming the due execution and delivery of the Terms Agreement
by the Manager on behalf of the several Underwriters).
(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 the Underwriting Agreement and the Terms Agreement, will be
entitled to the benefits of the Indenture and will conform to the description
thereof in the Prospectus and will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.
(k) The execution and delivery of this Underwriting Agreement, the issuance
and sale of the Offered Securities, the performance by the Company of this
Underwriting Agreement and the Indenture, and the consummation of the other
transactions herein contemplated will not (x) 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 (y) 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 (z) contravene any order of any court or governmental agency or body
having jurisdiction over the Company or any of the
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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 or
the Terms Agreement, except such as may have been obtained under the Act and
such 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 offering and sale of the Offered Securities as contemplated
by the Underwriting Agreement, 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 and the statements included or incorporated in the final
Prospectus describing any legal proceedings or material contracts or agreements
relating to the Company fairly summarize such matters.
(m) The firm of accountants that has certified or shall certify the
applicable consolidated financial statements and supporting schedules of the
Company filed or to be filed as part of the Registration Statement or the
Prospectus are independent public accountants with respect to the Company and
its subsidiaries, as required by the Act. The consolidated historical statements
and any pro forma information, together with related schedules and notes, if
any, included in the Registration Statement or the Prospectus comply as to form
in all material respects with the requirements of the Act. Such historical
financial statements fairly present the consolidated financial position of the
Company and its Subsidiaries at the respective dates indicated and the results
of their operations and their cash flows for the respective periods indicated,
in accordance with generally accepted accounting principles ("GAAP"), except as
otherwise expressly stated therein, as consistently applied throughout such
periods. Such pro forma information has been prepared on a basis consistent with
such historical financial statements, except for the pro forma adjustments
specified therein, and gives effect to assumptions made on a reasonable basis
and fairly presents and gives effect to the transactions described therein
pertaining to such pro forma information. The other financial and statistical
information and data included in the Prospectus and in the Registration
Statement, historical and pro forma, are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements and
the books and records of the Company.
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(n) Each of the Company and the Subsidiaries has all certificates,
consents, exemptions, orders, permits, licenses, authorizations, or other
approvals (each, an "Authorization") of and from, and has made all declarations
and filings with, all Federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals, necessary
or required to own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Prospectus, except to the
extent that the failure to obtain or file any such Authorizations would not,
singularly or in the aggregate, reasonably be expected to have a Material
Adverse Effect. All such Authorizations are in full force and effect with
respect to the Company and the Subsidiaries, and the Company and the
Subsidiaries are in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of the
regulatory authorities and governing bodies having jurisdiction with respect
thereto.
(o) Except as disclosed in the Prospectus, no holder of any security of the
Company has or will have any right to require the registration of such security
by virtue of the filing of the Registration Statement or any transactions
contemplated by this Underwriting Agreement other than any such right that has
been expressly waived in writing. No holder of any of the outstanding shares of
capital stock of the Company or other person is entitled to preemptive or other
rights to subscribe for the Offered Securities.
(p) The Company has not (i) taken, directly or indirectly, any action
designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Offered Securities or (ii) sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Offered Securities, or (iii) paid
or agreed to pay to any person any compensation for soliciting another to
purchase any other securities of the Company.
SECTION 2. Delivery and Payment. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
the Terms Agreement, the principal amount of the Offered Securities set forth
opposite such Underwriter's name in the Terms Agreement. The several (and not
joint) 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, warranties and agreements
herein contained and shall be subject to the terms and conditions herein set
forth.
Payment for the Offered Securities shall be made by the several
Underwriters of the Offered Securities through the Manager by either (i)
certified or official bank check or checks drawn on or by a New York Clearing
House bank and payable in next day funds, (ii) a wire transfer in Federal Funds
or other same day funds provided that the Company shall reimburse the Manager
for the expense (including overnight interest expense) of such funding, or (iii)
by such other means as may be specified in the Terms Agreement, at the time and
place set forth in the Terms Agreement, upon delivery to the Manager for the
respective accounts of the several Underwriters of the Offered Securities
registered in such names and in such denominations as the
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Manager 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. The Company
agrees to have the Underwriters' Securities available for inspection, checking
and packaging by the Manager in New York, New York, not later than 1:00 PM on
the business day prior to the Closing Date.
If authorized by the applicable Terms Agreement, the Underwriters named
therein may solicit offers to purchase Offered Securities from the Company
pursuant to delayed delivery contracts ("Delayed Delivery Contracts")
substantially in the form of Exhibit B hereto with such changes therein as the
Company may approve. As compensation for arranging Delayed Delivery Contracts,
the Company will pay to you at Closing Time, for the accounts of the
Underwriters, a fee equal to that percentage of the principal amount of Offered
Securities for which Delayed Delivery Contracts are made at Closing Time as is
specified in the applicable Terms Agreement. Payment for such compensation shall
be made by certified or official bank check in New York Clearing House funds or
by such other means as may be specified in the Terms Agreement. Any Delayed
Delivery Contracts are to be with institutional investors of the types set forth
in the Prospectus. At Closing Time the Company will enter into Delayed Delivery
Contracts (for not less than the minimum principal amount of Securities per
Delayed Delivery Contract specified in the applicable Terms Agreement) with all
purchasers proposed by the Underwriters and previously approved by the Company
as provided below, but not for an aggregate principal amount of Offered
Securities in excess of that specified in the applicable Terms Agreement. The
Underwriters will not have any responsibility for the validity or performance of
Delayed Delivery Contracts.
You are to submit to the Company, within a reasonable time prior to Closing
Time, the names of any institutional investors with which it is proposed that
the Company will enter into Delayed Delivery Contracts and the principal amount
of Offered Securities to be purchased by each of them, and the Company will
advise you, within a reasonable time after receipt of such names and prior to
Closing Time, of the names of the institutions with which the making of Delayed
Delivery Contracts is reasonably objected to by the Company and the principal
amount of Offered Securities to be covered by each such Delayed Delivery
Contract.
The principal amount of Offered Securities agreed to be purchased by the
respective Underwriters pursuant to the applicable Terms Agreement shall be
reduced by the principal amount of Offered Securities covered by Delayed
Delivery Contracts, as to each Underwriter as set forth in a written notice
delivered by you to the Company; provided, however, that the total principal
amount of Offered Securities to be purchased by all Underwriters shall be the
total amount of Offered Securities covered by the applicable Terms Agreement,
less the principal amount of Offered Securities covered by Delayed Delivery
Contracts.
SECTION 3. Offering by Underwriters. The Company is advised by the Manager
that the Underwriters propose to make a public offering of their respective
portions of the Offered Securities as soon after this Underwriting Agreement and
a Terms Agreement are entered into as in the Manager's judgment is advisable.
The terms of the public offering of the Offered Securities are set forth in the
Prospectus.
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SECTION 4. Agreements. The Company agrees with the several Underwriters,
and in the case of paragraph (g) of this Section 4, the Underwriters agree with
the Company:
(a) The Company will use its best efforts to maintain the effectiveness of
the Registration Statement, and to cause any amendment thereof to be declared
effective by the Commission. Between the date of entering into any Terms
Agreement and the termination of the offering of the applicable Offered
Securities, the Company will not file any amendment of the Registration
Statement, any document incorporated in the Prospectus, or any supplement to the
Prospectus without first providing the Manager with a copy of such amendment or
supplement, and will not file such amendment if the Manager reasonably objects
to such filing. 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 Manager of such timely filing. The
Company will promptly advise the Manager (i) when the Registration Statement,
and any amendment thereto, shall have become effective, (ii) when the
Prospectus, and any supplement thereto or any document incorporated therein,
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 order relating to any
document incorporated in the Prospectus or any stop order suspending the
effectiveness of the Registration Statement or the Company becoming aware of the
institution or threatening of any proceeding for any such 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 Manager an earnings statement or statements of
the Company and its Subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act.
(c) To furnish the Manager, 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 (c) below, as many copies of the Prospectus, any documents
incorporated therein by reference, and any supplements and amendments thereto as
the Manager may reasonably request. 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) 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
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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.
(e) The Company will cooperate with the Manager and counsel for the Manager
in connection with obtaining, and use its best efforts to obtain, qualification
of the Offered Securities for sale under the laws of such jurisdictions as the
Manager may designate, will maintain such qualifications in effect so long as
required for the distribution of the Offered Securities, and will pay the fee of
the NASD, if any, in connection with its review of the offering; provided,
however, that the Company shall not be required to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject.
(f) 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 in contravention of the securities laws of Canada or any
province or territory thereof and, without limiting the generality of the
foregoing, represents that any offer of the Securities in Canada will be made
only in accordance with Canadian law. 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 in accordance with Canadian law, 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.
(g) During the period beginning on the date of any Terms Agreement and
continuing to and including the Closing Date in respect of the applicable
Offered Securities or such other date as may be specified in the Terms
Agreement, the Company will not offer, sell, contract to sell or otherwise
dispose of any debt securities of the Company (other than the Offered
Securities) without the prior written consent of the Manager. The foregoing
shall not restrict the Company from borrowings under revolving credit agreements
and lines of credit and issuances of commercial paper or interest rate swaps.
SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
Underwriters to purchase and pay for the Offered Securities hereunder are
several (and not joint) and are subject to the following conditions:
(a) That, at the Closing Date, the Company shall have furnished to the
Manager an opinion of counsel of the General Counsel--Corporate Development or
other authorized legal representative of the Company, addressed to the Manager
and dated the Closing
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Date, in form and substance satisfactory to the Manager, and an opinion of Xxxxx
Xxxx LLP or other counsel to the Company, addressed to the manager and dated the
Closing Date, in form and substance satisfactory to the Manager.
(b) That, at the Closing Date, the Manager shall have received an opinion
of counsel for the Underwriters, addressed to the Manager and dated the Closing
Date, in form and substance satisfactory to the Manager.
(c) That the representations and warranties of the Company in this
Underwriting Agreement shall be 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 with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to the Closing Date.
(d) That no order relating to any document incorporated in the Prospectus
or any stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for such purpose shall have been
instituted or, to the Company's knowledge, threatened.
(e) That subsequent to the execution and delivery of the Terms Agreement
and on or 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 does
not indicate the direction of a possible change, in the rating accorded any of
the Company's securities by any of Standard & Poor's Ratings Group, Xxxxx'x
Investors Service, Inc. or any other "nationally recognized statistical rating
organization" (as defined for purpose of Rule 436(g) under the Act).
(f) Since the date of the most recent financial statements included in the
Prospectus (exclusive of any supplement thereto), there shall have occurred 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 (exclusive of any supplement thereto).
(g) That, at the Closing Date, there shall not have been (i) any change or
decrease specified in paragraph 5(a) of the letter to be delivered pursuant to
(i) of this Section 5, except as disclosed therein 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 Manager, 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 (exclusive of any supplement thereto
which may be prepared or filed subsequent to the time of entering into the Terms
Agreement).
(h) That, at the Closing Date, the Company shall have furnished to the
Manager 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, stating that the signers
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of such certificate have carefully examined the Registration Statement, the
Prospectus, any supplement to the Prospectus and this Underwriting Agreement and
to the effect of subparagraphs (c) through (g) of this Section 5.
(i) That, at the date on which the Terms Agreement is executed and
delivered and at the Closing Date, the Company's independent public accountants
shall have furnished to the Manager a letter or letters, dated respectively as
of the date of the applicable Terms Agreement (unless otherwise specified
therein) and the Closing Date, in form and substance satisfactory to the
Manager.
(j) That the Company shall have delivered to the Manager and its counsel
such documents as they may reasonably request relating to the issuance and sale
of the Offered Securities or otherwise related to the matters contemplated
hereby.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and 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 Manager and its counsel,
this Underwriting Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the applicable Closing Date by the
Manager. Notice of such cancellation shall be given to the Company in writing or
by telephone or fax 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 the Underwriters of their obligations hereunder), the Company
will reimburse the Underwriters severally, upon demand, for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of the firm
serving as counsel to the Underwriters) 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 not consummated because of
a breach of an Underwriter or Underwriters of their obligations hereunder, the
Company will be responsible to reimburse the non-breaching Underwriters
severally, upon demand, for all 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, the
Underwriters will be responsible for all out-of-pocket expenses (other than for
those relating to blue sky filings and filings in Canada or any Provinces
thereof and with the NASD and related fees and disbursements of their counsel)
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,
each officer and director of 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
11
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, expenses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any Basic Prospectus or any preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading, and agrees to reimburse each such indemnified party,
as incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, expense,
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, expense, 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 Manager specifically for inclusion in such
document, and (ii) such indemnity with respect to any Basic Prospectus or
preliminary prospectus shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) from whom the person asserting any such
loss, claim, damage or liability purchased the Offered Securities which are the
subject thereof if such person did not receive a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) at or prior to the confirmation of the sale of such Offered
Securities to such person in any case where such delivery is required by the Act
and the untrue statement or omission of a material fact contained in such Basic
Prospectus or preliminary prospectus was corrected in the Prospectus (as so
amended or supplemented). This indemnity agreement is in addition to any
liability which the Company may otherwise have.
(b) Each of the Underwriters severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of the Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to written information
furnished to the Company by or on behalf of such Underwriter through the Manager
specifically for inclusion in 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, under the heading
"Underwriting" or "Plan of Distribution" in any preliminary Prospectus or the
final Prospectus constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in the documents referred to in
the foregoing indemnity, and the Manager confirms that such statements are
correct.
(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 (i) will not relieve it
from liability under paragraph (a) or (b) above except to the extent such
failure results in an increase in the amount of the liability of the
indemnifying party or the forfeiture or impairment of any substantial rights or
defenses of the indemnifying party and (ii) will not, in
12
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to appoint counsel satisfactory
to such indemnified party to represent the indemnified party in such action (in
which case the indemnifying party shall not thereafter be responsible for the
fees and expenses of any separate counsel retained by the indemnified party or
parties except as set forth below); provided, however, that if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of its election
so to appoint counsel to defend such action and approval by the indemnified
party of such counsel, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel (plus any local counsel), approved by the Manager
in the case of paragraph (a) of this Section 7, representing the indemnified
parties under such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii). An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(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 from the Company on grounds of policy or otherwise,
the Company and the Underwriters shall 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 provided, however,
that in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the Offered Securities)
be responsible for any amount in
13
excess of the underwriting discount or commission applicable to the Offered
Securities purchased by such Underwriter hereunder 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. The relative benefits received
by the Company on the one hand and the Underwriters 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 the Underwriters, in each case as set
forth on the cover page of the final Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. For purposes of this Section 7, each
person who controls an Underwriter within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of an Underwriter
shall have the same rights to contribution as such Underwriter, and each person
who controls the Company within the meaning of either the Act or the Exchange
Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d). The Underwriters' obligations in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
SECTION 8. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Offered Securities agreed to be
purchased by such Underwriter or Underwriters hereunder, and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Underwriting Agreement, the remaining Underwriters shall
be obligated severally to take up and pay for (in the respective proportions
which the amount of Offered Securities each remaining Underwriter has agreed to
purchase bears
14
to the aggregate amount of Offered Securities all the remaining Underwriters
have agreed to purchase) the Offered Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase; provided, however, that in the
event that the aggregate amount of Offered Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate amount of Offered Securities the Underwriters agreed to purchase,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Offered Securities, and if such
non-defaulting Underwriters do not purchase all the Offered Securities, this
Underwriting Agreement will terminate without liability to any non-defaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Manager shall determine in order that the
required changes in the Registration Statement and the final Prospectus or in
any other documents or arrangements may be effected. 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 Manager, 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 or the Depositary Shares of the Company, each representing 1/100th
interest in a Share of Series A 8% Cumulative Convertible Preferred 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 or Market System,
(ii) a banking moratorium shall have been declared either by Federal or New York
State authorities, (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the judgment of
the Manager, impracticable or inadvisable to market the Offered Securities, or
(iv) there shall have been any decrease in the rating of any of the Company's
debt securities or preferred stock by any "Nationally Recognized Statistical
Rating Organization" (as defined for purposes of Rule 436(g) under the Act) or
any written or public notice given of any intended or potential decrease in any
such rating or of a possible change in any such rating that does not indicate
the direction of the possible change.
SECTION 10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Underwriting Agreement well remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or any
of the officers, directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the Offered Securities. The
provisions of Sections 6 and 7 hereof shall survive the termination or
cancellation of this Underwriting Agreement.
15
SECTION 11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Manager, will be mailed,
delivered or faxed and confirmed to them, at the address indicated in the Terms
Agreement; or, if sent to the Company, will be mailed, delivered or faxed and
confirmed to it at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000, to the
attention of the Chief Financial Officer.
SECTION 12. Successors. This Underwriting Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in
Section 7 hereof, and no other person will have any right or obligation
hereunder.
SECTION 13. Applicable Law. This Underwriting Agreement will be governed by
and construed in accordance with the substantive laws of the State of New York.
16
EXHIBIT A
TERMS AGREEMENT
WorldCom, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Dear Sirs:
The undersigned (the "Manager") understands that WorldCom, Inc., a Georgia
corporation (the "Company"), proposes to issue and sell to the several
underwriters named below (the "Underwriters") for which we are acting as
Manager, $____________ in aggregate principal amount of its _____% ____________
due ______, $_______________ in aggregate principal amount of its ______%
_____________ due _____ and $______________in aggregate principal amount of its
_______% ___________ due _______ (collectively, the "Offered Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell all of the Offered Securities, and
each of the Underwriters named below agrees, severally and not jointly, to
purchase the respective principal amount of Offered Securities set forth
opposite its name below, at a purchase price of ______% of the principal amount
of the _____% ______________ due ______, _______% of the principal amount of the
______% due ______ and _____% of the principal amount of the _____% due _____,
plus accrued interest, if any, from _______, _____ to the date of payment.
PRINCIPAL
AMOUNT OF ____%
_______________
NAME DUE _____
TOTAL $______________
PRINCIPAL
AMOUNT OF ____%
_______________
NAME DUE _____
TOTAL $______________
PRINCIPAL
AMOUNT OF ____%
_______________
NAME DUE _____
TOTAL $______________
The Underwriters will pay for such Offered Securities upon delivery thereof
at the offices of _________________________ at 10:00 a.m. (New York time) on
________, ___, _____, or at such other time, not later than 10:00 a.m. (New York
time), on such other date as shall be jointly designated by the Manager and the
Company.
The Offered Securities shall have the terms set forth in the Prospectus
dated __________ ___, _____ (the "Prospectus"), and the Prospectus Supplement
dated __________ ___, _____ (the "Prospectus Supplement"), including the
following:
___% ______ due ___ ___% ______ due ___ ___% _____ due ___
Interest Rate:
Principal Amount:
Coupon Dates:
Maturity Date:
Redemption:
Repurchase Option:
All communications with the Underwriters will be in writing and effective
only upon receipt, and will be mailed, delivered or telegraphed and confirmed to
them in care of [Manager's name and address].
All provisions of the document entitled WorldCom, Inc. Underwriting
Agreement Standard Provisions dated _______________ _____, _______ (the
"Standard Provisions") are herein incorporated by reference in their entirety
and shall be deemed to be a part of this agreement to the same extent as if such
provisions had been set forth in full herein.
2
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,
[Name of Manager]
By: ___________________________________
Name:
Title:
Acting severally on behalf of itself as
Manager and Underwriter and on behalf of
the other several Underwriters named
above.
WORLDCOM, INC.
By: _________________________
Name:
Title:
3
EXHIBIT B
WORLDCOM, INC.
DELAYED DELIVERY CONTRACT
__________ __, ____
WorldCom, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: ____________________
Dear Sirs:
The undersigned hereby agrees to purchase from WorldCom, Inc. (the
"Company"), and the Company agrees to sell to the undersigned, on __________ __,
____ (the "Delivery Date"), $______________ principal amount of the Company's
[insert title of security] (the "Offered Securities"), offered by the Company's
Prospectus dated __________ __, ____ as supplemented by its Prospectus
Supplement dated __________ __, ____, receipt of which is hereby acknowledged,
at a purchase price of __ % of the principal amount thereof, plus accrued
interest from __________ __, ____, to the Delivery Date, and on the further
terms and conditions set forth in this contract.
Payment for the Offered Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds, at the office
of ____________________________, on the Delivery Date, upon delivery to the
undersigned of the Offered Securities to be purchased by the undersigned in
definitive form and in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Offered Securities on the Delivery Date shall be subject only to the conditions
that (1) the purchase of Offered Securities to be made by the undersigned shall
not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject and (2) the Company, on or before __________
__, ____, shall have sold to the Underwriters of the Offered Securities (the
"Underwriters") such principal amount of the Offered Securities as is to be sold
to them pursuant to the Terms Agreement dated __________ __, ____, between the
Company and the Underwriters. The obligation of the undersigned to take delivery
of and make payment for Offered Securities shall not be affected by the failure
of any purchaser to take delivery of and make payment for Offered Securities
pursuant to other contracts similar to this contract. The undersigned represents
and warrants to you that is investment in the Offered Securities is not, as
of the date hereof, prohibited under the laws of any jurisdiction to which the
undersigned is subject.
Promptly after completion of the sale of the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinion of counsel for the Company relating
to the validity and binding effect of the Offered Securities delivered to the
Underwriters in connection therewith.
By execution hereof, the undersigned represents and warrants to the Company
that all necessary corporate action for the due execution and delivery of this
contract and the payment for and purchase of the Offered Securities has been
taken by it and no further authorization or approval of any governmental or
other regulatory authority is required for such execution, delivery, payment or
purchase, and that, upon acceptance hereof by the Company and mailing or
delivery of a copy as provided below, this contract will constitute a valid and
binding agreement of the undersigned in accordance with its terms.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
It is understood that the Company will not accept Delayed Delivery
Contracts for an aggregate principal amount of Offered Securities in excess of
$__________ and that the acceptance of any Delayed Delivery Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance on a copy hereof
and mail or deliver a signed copy hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such copy is so mailed or delivered.
2
This Agreement shall be governed by the laws of the State of New York.
Very truly yours,
_________________________________________
(Name of Purchaser)
By: ____________________________________
(Title)
_________________________________________
_________________________________________
_________________________________________
Accepted as of the date first above written.
WORLDCOM, INC.
By: __________________________________
PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the Purchaser with
whom details of delivery on the Delivery Date may be discussed are as follows:
(Please print)
Telephone No.
Name (Including Area Code)
3
EXHIBIT C
WORLDCOM, INC.
SIGNIFICANT SUBSIDIARIES
Name Jurisdiction in which Organized
--------------------------------------- ---------------------------------------
WorldCom Network Services, Inc. Delaware
MFS Communications Network, Inc. Delaware
IDB WorldCom, Inc. Delaware
UUNET Technologies, Inc. Delaware
