{"id":40055,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-agreement-re-limited-guaranty-worldcom-inc-bank-of.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-agreement-re-limited-guaranty-worldcom-inc-bank-of","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/letter-agreement-re-limited-guaranty-worldcom-inc-bank-of.html","title":{"rendered":"Letter Agreement re: Limited Guaranty &#8211; WorldCom Inc., Bank of America NA and Bernard J. Ebbers"},"content":{"rendered":"<pre>[WORLDCOM LOGO]\n\n                                                                                \n                                November 1, 2000\n\nBernard J. Ebbers\n500 Clinton Center Drive\nClinton, MS  39056\n\nDear Bernie:\n\n     This is to confirm the agreement whereby WorldCom, Inc. (the \"Company\")\nwill provide a Limited Guaranty to Bank of America, N.A. (the \"Bank\") regarding\ncertain of your liabilities to the Bank (as the same may be amended, modified,\nsupplemented or replaced, the \"Guaranty\").  This agreement also relates to\nsecurity for your obligations hereunder and under those certain Promissory Notes\nfrom you to the Company dated September 8, 2000 and November 1, 2000 (as the\nsame may be amended, modified, supplemented or replaced, the \"Promissory Notes\")\ncovering amounts loaned or to be loaned to you for payment of certain of your\nobligations to institutional lenders which are secured by shares of Company\nstock held by you.  For valuable consideration, you hereby agree as follows:\n\n     1.  Indemnity.  You shall indemnify and hold harmless the Company for any\n         ---------                                                            \namounts expended, losses, damages, costs, claims or expenses (including, but not\nlimited to, court costs and attorneys' fees) under or arising out of the\nGuaranty, this agreement or the Promissory Notes.\n\n     2.  Pledge.  To the extent not prohibited by any covenant or agreement by\n         ------                                                               \nyou in favor of the Bank or other lender, in order to secure your performance\nhereunder and payment of amounts due under the Promissory Notes (the\n\"Liabilities\"), you hereby grant, or upon release of any such prohibition you\nshall grant, to the Company a security interest under Article 9 of the Uniform\nCommercial Code as currently effective in the State of Mississippi in the shares\nof stock in the Company owned by you, whether now owned or hereafter acquired by\nyou, and all proceeds thereof and amounts or other securities or property\nderived therefrom (the \"Collateral\").  Such security interest shall be\nsubordinate to the rights of the Bank and other lenders pursuant to agreements\nor documents in effect on the date hereof, or any renewals, replacements,\namendments, modifications or extensions thereof (the \"Prior Rights\").  You agree\nto keep the Collateral free from any lien, security interest or encumbrance\nother than those in favor of the Company, arising out of the Prior Rights or to\nwhich the Company consents in writing.  Upon default by you under the terms of\nthis agreement or either of the Promissory Notes, the Company may exercise the\nrights and pursue the remedies provided under Article 9 of the Uniform\nCommercial Code as currently effective in, or as hereafter amended by, the State\nof Mississippi, including but not limited to exercising all voting rights with\nrespect to the Collateral, collecting all dividends and other distributions with\nrespect to the Collateral, and selling the Collateral at any public or private\nsale, at the Company's option, without advertisement.  The Company may bid and\nbecome a purchaser at any such sale, and upon any such sale the Company shall\ncollect, receive, and hold and apply the proceeds as provided herein.  If notice\nof intended disposition is required by law, such notice, if mailed, shall be\ndeemed reasonably and properly given if mailed to your address appearing on the\nrecords of the Company at least five days before the time of such disposition.\nThe proceeds from any such sale or action shall be applied first to the payment\nof all legal and other costs and expenses incurred in connection with the sale\nor action and next to the payment of the Liabilities, as determined by the\nCompany.  The balance, if \n\nBernard J. Ebbers\nNovember 1, 2000\nPage 2\n\n\n \nany, of such proceeds remaining after such application shall be paid to you. If\nthe proceeds of any such sale or action are insufficient to pay in full the\namounts specified above, you shall remain liable for such deficiency.\n\n     3.  Further Assurances.  You agree to perform all acts and do all things\n         ------------------                                                  \nwhich the Company may request, now or hereafter, in order to evidence, preserve\nor protect its rights and the creation, attachment or perfection of the security\ninterest granted or to be granted hereunder including, without limitation,\nexecution and delivery of one or more promissory notes evidencing your\nobligations arising out of any advance under the Guaranty and delivery of stock\ncertificate(s) with appropriate stock powers in order to perfect the Company's\nsecurity interest in the Collateral.\n\n     4.  Miscellaneous.  This agreement shall be interpreted and the rights and\n         -------------                                                         \nliabilities of the parties hereto shall be determined in accordance with the\ninternal laws (as opposed to the conflicts of law provisions) and decisions of\nthe State of Mississippi and you hereby consent to the jurisdiction of the\ncourts of or in the State of Mississippi in connection with any dispute,\ncontroversy, action or other matter relating to or arising out of this\nagreement.  Whenever possible each provision of this agreement shall be\ninterpreted in such manner as to be effective and valid under applicable law,\nbut if any provision of this agreement shall be prohibited by or invalid under\napplicable law, such provision shall be ineffective to the extent of such\nprohibition or invalidity, without invalidating the remainder of such provision\nor the remaining provisions of this agreement.  This agreement shall be binding\nupon you and your heirs and legal representatives and shall inure to the benefit\nof the Company and its successors and assigns.  The powers, rights, and remedies\nof the Company under this agreement are cumulative and are not exclusive of any\nother power, right or remedy that the Company otherwise may have.  Any single or\npartial exercise or pursuit of any power, right or remedy under this agreement\nby the Company shall not preclude other or further exercise or pursuit thereof\nor the exercise or pursuit of any other power, right or remedy.  The Company's\nrights and remedies under this agreement shall be unaffected by any change in\nthe provisions of any agreement, instrument, or document evidencing or affecting\nany of the Liabilities, by any extension of time for payment or performance of\nany of the Liabilities or by any partial or full release of any security for\npayment or performance of any of the Liabilities.  No delay by the Company in\nexercising or pursuing any power, right or remedy under this agreement shall\noperate as a waiver thereof, and no failure by the Company to exercise or pursue\nany power, right or remedy shall prevent the Company from exercising the same in\nthe future.\n\n                                    WorldCom, Inc. Compensation and Stock \n                                    Option Committee\n\n\n                                    By: \/s\/ Stiles A. Kellett, Jr.\n                                        ---------------------------\n                                        Stiles A. Kellett, Jr.\n                                        Chairman\n\nAcknowledged and agreed as of the date first above written.\n\n\n                                        \/s\/ Bernard J. Ebbers\n                                        ----------------------\n                                        Bernard J. Ebbers\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,9361],"corporate_contracts_industries":[9415,9519],"corporate_contracts_types":[9539,9544],"class_list":["post-40055","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40055","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40055"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40055"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40055"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40055"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}