TERMS AGREEMENT
WorldCom, Inc.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
May 19, 2000
Dear Sirs:
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 Floating Rate Notes due 2001 (the "2001 Notes"), $1,000,000,000
aggregate principal amount of its 7.875% Notes due 2003 (the "2003 Notes"),
$1,250,000,000 aggregate principal amount of its 8.000% Notes due 2006 (the
"2006 Notes") and $1,250,000,000 aggregate principal amount of its 8.250% Notes
due 2010 (the "2010 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, 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, in the case of the 2001 Notes at a purchase price
of 99.850% of the principal amount of such securities, in the case of the 2003
Notes at a purchase price of 99.291% of the principal amount of such securities,
in the case of the 2006 Notes at a purchase price of 98.560% of the principal
amount of such securities, in the case of the 2010 Notes at a purchase price of
98.039% of the principal amount of such securities, plus accrued interest, if
any, from May 24, 2000 to the date of payment and delivery.
Principal Principal Principal Principal
Amount of 2001 Amount of 2003 Amount of 2006 Amount of 2010
Name Notes Notes Notes Notes
---- ----- ----- ----- -----
Xxxxxxx Xxxxx Xxxxxx Inc. $600,000,000 $400,000,000 $518,750,000 $484,375,000
X.X. Xxxxxx Securities Inc. 450,000,000 300,000,000 375,000,000 375,000,000
Banc of America Securities LLC 112,500,000 75,000,000 93,750,000 93,750,000
Chase Securities Inc. 112,500,000 75,000,000 93,750,000 93,750,000
Xxxxxx Brothers Inc. 112,500,000 75,000,000 93,750,000 93,750,000
Xxxxxxxx & Partners, L.P. 22,500,000 15,000,000 18,750,000 18,750,000
Credit Suisse First Boston
Corporation 22,500,000 15,000,000 18,750,000 18,750,000
Deutsche Bank Securities Inc. 22,500,000 15,000,000 0 34,375,000
Xxxxxxx, Xxxxx & Co. 22,500,000 15,000,000 18,750,000 18,750,000
UBS Warburg LLC 22,500,000 15,000,000 18,750,000 18,750,000
Total $1,500,000,000 $1,000,000,000 $1,250,000,000 $1,250,000,000
The Underwriters will pay for such offered Securities upon
delivery thereof at the offices of Cravath, Swaine & Xxxxx,
000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m, (New York time) on May 24,
2000 or at such other time, not later than 10:00 a.m. (New York 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 12, 2000 (the "Prospectus"), and the Prospectus Supplement
dated May 19, 2000 (the "Prospectus Supplement"), including the following:
Maturity Date: 2001 Notes -- November 26, 2001; 2003 Notes -- May 15, 2003; 2006
Notes -- May 15, 2006; 2010 Notes -- May 15, 2010;
Interest Rate: 2001 Notes -- 3-Month LIBOR plus 23 basis points; 2003 Notes --
7.875%; 2006 Notes -- 8.000%; 2010 Notes -- 8.250%;
Redemption Provisions: The Notes due 2006 and the Notes due 2010 will be
redeemable, as a 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 at
respective redemption prices equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments discounted on a semiannual basis at the treasury
rate plus (a) 25 basis points for the 2006 Notes, or (b) 30 basis points for the
2010 Notes, plus in each case accrued interest to the date of redemption.
Interest Payment Dates: For the 2003 Notes, 2006 Notes and the 2010 Notes -- May
15 and November 15, commencing November 15, 2000. For the 2001 Notes -- February
24, May 24, August 24 and November 24, commencing August 24, 2000.
Form and Denomination: The offered Notes 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. Each of the Notes will be
available for purchases in denominations of $1,000 and integral multiples
thereof, in book-entry form only.
Senior or Subordinated: Senior
Other Terms: Each of the Underwriters has represented and agreed that it has not
and will not offer, sell or deliver any of the Notes directly or indirectly, or
distribute this Prospectus Supplement or the Prospectus or any other offering
material relating to the Notes, 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 has represented and agreed that:
1. It has not offered or sold and will not offer or sell any Notes to
persons in the United Kingdom prior to the expiry of the period of six months
from the issue date of the Notes 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 Notes to a person who is of a kind described in Article 11(3) of the
Financial Services Xxx 0000 (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 Xxx 0000 with respect to anything done by it in relation
to any Notes in, from or otherwise involving the United Kingdom.
4. It will not offer or sell any Notes directly or indirectly in Japan
or to, or for the benefit of any Japanese person or to others, for re-offering
or resale directly or indirectly in Japan or to any Japanese person except
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 care of Xxxxxxx Xxxxx Barney Inc., General Counsel (fax
no.: (000) 000-0000), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.
All provisions of the Underwriting Agreement dated May 19,
2000, among WorldCom and the Underwriters (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.
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,
XXXXXXX XXXXX XXXXXX INC.
X.X. XXXXXX SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
XXXXXX BROTHERS INC.
XXXXXXXX & PARTNERS, L.P.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
XXXXXXX, XXXXX & CO.
UBS WARBURG LLC
By: /s/ Xxx Xxxxxx
----------------------------------
XXXXXXX XXXXX XXXXXX INC.
Name: Xxx Xxxxxx
Title: Managing Director
Acting severally on behalf
of themselves as Managers
and Underwriters and on
behalf of the other several
Underwriters named above.
Accepted on the date set forth above:
WORLDCOM, INC,
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
