$25,000,000 November 1, 2000
FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby unconditionally
promises to pay to the order of WorldCom, Inc., a Georgia corporation (the
"Lender"), in lawful money of the United States of America and in immediately
available funds, the principal sum of Twenty-Five Million Dollars ($25,000,000)
or such lesser amount as may be outstanding hereunder. The aforesaid principal
sum is to be the maximum sum available hereunder and may be taken in such
amounts and at such times as the undersigned requests prior to demand for
payment hereunder. The Borrower further promises to pay interest on the
outstanding balance under this Note, compounded monthly, from the date hereof
until payment in full of this Note, at a fluctuating rate of interest (the
"Normal Rate") equal to the Eurodollar Rate applicable to each one-month
Interest Period commencing on the date hereof plus the Applicable Margin during
the corresponding period applicable to Eurodollar Rate Borrowings by the Lender
pursuant to that certain Amended and Restated 364-Day Revolving Credit and Term
Loan Agreement among the Lender, Bank of America, N.A., as Administrative Agent,
and the other Lenders identified therein dated as of August 5, 1999, as amended;
provided, however, that following demand for payment, the Borrower promises to
pay interest on the unpaid balance hereunder, compounded monthly, at the Default
Rate, as defined herein. The "Default Rate" shall be a fluctuating rate of
interest equal to the sum of the otherwise applicable Normal Rate plus three
percent (3%) per annum. Upon each change in the applicable Normal Rate, the
Default Rate shall simultaneously change to correspond with such change in the
Normal Rate. Interest shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.
The principal and accrued interest under this Note are payable on demand.
If this Note is not paid upon demand, the Borrower hereby promises to pay all
costs of collection, including but not limited to the fees and expenses of an
attorney and court costs, in addition to the full amount due hereon.
Interest shall be due and payable under this Note at the Normal Rate or the
Default Rate, as provided herein, after as well as before demand, default and
judgment, notwithstanding any applicable statutory judgment rate of interest.
If any interest payment or other charge or fee payable hereunder exceeds the
maximum amount then permitted by applicable law, then the Borrower shall pay the
maximum amount then permitted by applicable law.
The Borrower hereby waives presentment, protest and notice of demand,
presentment, protest and nonpayment.
This Note shall be interpreted and the rights and liabilities of the
parties hereto shall be determined in accordance with the internal laws (as
opposed to the conflicts of law provisions) and decisions of the State of
Mississippi and the Borrower hereby consents to the jurisdiction of the courts
of or in the State of Mississippi in connection with any dispute, controversy,
action or other matter relating to or arising out of this Note.
Whenever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note. Whenever in this Note reference is made to the Borrower or the
Lender, such reference shall be deemed to include, in the case of the Borrower,
a reference to his heirs and legal representatives and, in the case of the
Lender, its successors and assigns. The provisions of this Note shall be
binding upon and shall inure to the benefit of such heirs, legal
representatives, successors and assigns.
/s/ Bernard J. Ebbers
Bernard J. Ebbers