{"id":40306,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promissory-note-worldcom-inc-and-bernard-j-ebbers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promissory-note-worldcom-inc-and-bernard-j-ebbers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/promissory-note-worldcom-inc-and-bernard-j-ebbers.html","title":{"rendered":"Promissory Note &#8211; WorldCom Inc. and Bernard J. Ebbers"},"content":{"rendered":"<pre>                                 PROMISSORY NOTE\n\n                                                            Clinton, Mississippi\n                                                            April 29, 2002\n\n       This Note amends, restates and replaces (i) the Promissory Note dated\nSeptember 8, 2000 in the maximum principal amount of $50 million made by the\nBorrower (as defined below) payable to the order of the Lender (as defined\nbelow), (ii) the Promissory Note dated November 1, 2000 in the maximum principal\namount of $25 million made by the Borrower payable to the order of the Lender,\n(iii) the Promissory Note dated December 29, 2000 in the maximum principal\namount of $25 million made by the Borrower payable to the order of the Lender,\n(iv) the Promissory Note dated September 10, 2001 made by the Borrower payable\nto the order of the Lender relating to the Guaranty (as defined below) and (v)\nthe Promissory Note dated January 30, 2002 in the maximum principal amount of\n$65 million made by the Borrower payable to the order of the Lender. The\nprincipal amount of this Note includes all accrued and unpaid interest on the\nforegoing promissory notes through April 29, 2002.\n\n       FOR VALUE RECEIVED, the undersigned (the \"Borrower\") hereby\nunconditionally promises to pay to the order of WorldCom, Inc., a Georgia\ncorporation (the \"Lender\"), in lawful money of the United States of America and\nin immediately available funds, the principal sum of (a) FOUR HUNDRED EIGHT\nMILLION TWO HUNDRED FOURTEEN THOUSAND NINE HUNDRED THIRTY DOLLARS ($408,214,930)\nPLUS (b) the amount of any payments made after the date hereof by the Lender\nunder the Guaranty. The principal amount hereunder shall be paid in the amounts\nand on the dates set forth below:\n\n                      Date                             Amount\n                      ----                             ------\n\n                 April 29, 2003                $25,000,000\n\n                 April 29, 2004                $25,000,000\n\n                 April 29, 2005                $75,000,000\n\n                 April 29, 2006                $100,000,000\n\n                 April 29, 2007                All remaining principal\n\n       The Borrower further promises to pay interest on the outstanding balance\nunder this Note, compounded monthly, from the date hereof until payment in full\nof this Note, payable on each date of repayment of principal set forth above, at\na fluctuating rate of interest (the \"Normal Rate\") equal to the Eurodollar Rate\napplicable to each one-month Interest Period commencing on the date hereof plus\nthe Applicable Margin during the corresponding period applicable to Eurodollar\nRate Borrowings by the Lender pursuant to that certain Revolving Credit\nAgreement among the Lender, Bank of America, N.A. and JPMorgan Chase Bank, as\nCo-Administrative Agents, and the other Lenders identified therein dated as of\nJune 8, 2001, as the same may be amended or replaced; provided, however, that\nfollowing any demand for payment, the Borrower promises to pay interest on the\nunpaid balance hereunder, compounded monthly, at the Default Rate, as defined\nherein, payable from time to time upon demand. The \"Default Rate\" shall be a\n\n\n\n\nfluctuating rate of interest equal to the sum of the otherwise applicable Normal\nRate plus three percent (3%) per annum. Upon each change in the applicable\nNormal Rate, the Default Rate shall simultaneously change to correspond with\nsuch change in the Normal Rate. Interest shall be computed on the basis of a\n360-day year consisting of twelve 30-day months.\n\n       The Borrower may at his option, at any time, prepay this Note, in whole\nor in part, without premium or penalty. Any such optional prepayment shall be\napplied to reduce the then remaining installments of principal in the direct\norder of maturity; provided that any return of all or any portion of the\nLender's approximately $36.5 million deposit (the \"Deposit\") supporting the B of\nA (as defined below) letter of credit shall be applied to the final principal\npayment and not to any earlier payment. For the avoidance of doubt, any payment\nor deposit by the Lender simultaneous with or after the date of such return\nrelating to the B of A letter of credit, any alternative or replacement letter\nof credit or similar arrangement shall be added to the principal amount of this\nNote when paid or advanced; provided that such alternative or replacement letter\nof credit or similar arrangement is reasonably acceptable to the Borrower.\n\n       The Borrower hereby agrees not to borrow after the date hereof any amount\nfrom Bank of America, N.A. (\"B of A\") that would be covered by (i) the Limited\nGuaranty, dated as of November 14, 2000 (as amended, supplemented or otherwise\nmodified from time to time, the \"Prior Guaranty\"), executed by the Lender for\nthe benefit of B of A or (ii) the Limited Guaranty, dated as of February 12,\n2001, as modified by that certain First Modification and Reaffirmation of\nLimited Guaranty, dated as of January 25, 2002 (and as further amended,\nsupplemented or otherwise modified from time to time, the \"New Guaranty\" and,\ntogether with the Prior Guaranty, the \"Guaranty\"), executed by the Lender for\nthe benefit of B of A.\n\n       All principal and accrued interest under this Note shall become\nimmediately due and payable upon the death of the Borrower or upon demand by the\nLender (or, in the case of an event specified in clause (iv) below,\nautomatically without notice) if any one of the following events shall occur and\nbe continuing (each, an \"Event of Default\"): (i) the Borrower shall fail to pay\nany principal or interest under this Note when due, (ii) the Borrower shall\ndefault in the observance or performance of any agreement contained herein,\n(iii) the Borrower shall default in the observance or performance of any\nagreement contained in the Separation Agreement, dated as of April 29, 2002, or\n(iv) the Borrower shall become, or there shall be commenced against the Borrower\na case to declare him, bankrupt. If any amount of this Note is not paid when\ndue, the Borrower hereby promises to pay all costs of collection, including but\nnot limited to the fees and expenses of an attorney and court costs, in addition\nto the full amount due hereon.\n\n       Interest shall be due and payable under this Note at the Normal Rate or\nthe Default Rate, as provided herein, after as well as before demand, default\nand judgment, notwithstanding any applicable statutory judgment rate of\ninterest. If any interest payment or other charge or fee payable hereunder\nexceeds the maximum amount then permitted by applicable law, then the Borrower\nshall pay the maximum amount then permitted by applicable law.\n\n       This Note shall constitute a Promissory Note within the meaning and\nsubject to the provisions of that certain letter agreement dated April 2, 2002,\nas the same may be amended or otherwise modified, between the Borrower and the\nLender.\n\n\n\n       The Borrower hereby waives presentment, protest and notice of demand,\npresentment, protest and nonpayment.\n\n       This Note shall be interpreted and the rights and liabilities of the\nparties hereto shall be determined in accordance with the internal laws (as\nopposed to the conflicts of law provisions) and decisions of the State of\nMississippi and the Borrower hereby consents to the jurisdiction of the courts\nof or in the State of Mississippi in connection with any dispute, controversy,\ncollection action or other matter relating to or arising out of this Note.\nWhenever possible each provision of this Note shall be interpreted in such\nmanner as to be effective and valid under applicable law, but if any provision\nof this Note shall be prohibited by or invalid under applicable law, such\nprovision shall be ineffective to the extent of such prohibition or invalidity,\nwithout invalidating the remainder of such provision or the remaining provisions\nof this Note. Whenever in this Note reference is made to the Borrower or the\nLender, such reference shall be deemed to include, in the case of the Borrower,\na reference to his heirs and legal representatives and, in the case of the\nLender, its successors and assigns. The provisions of this Note shall be binding\nupon and shall inure to the benefit of such heirs, legal representatives,\nsuccessors and assigns.\n\n\n\n                                                 \/s\/ Bernard J. Ebbers\n                                                 -------------------------------\n                                                 Bernard J. Ebbers\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-40306","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-worldcom-inc","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\/40306","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=40306"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40306"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40306"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40306"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}