{"id":40875,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/364-day-revolving-credit-and-term-loan-agreement-worldcom-in3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"364-day-revolving-credit-and-term-loan-agreement-worldcom-in3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/364-day-revolving-credit-and-term-loan-agreement-worldcom-in3.html","title":{"rendered":"364-Day Revolving Credit and Term Loan Agreement &#8211; WorldCom Inc., Bank of America NA, Banc of America Securities LLC"},"content":{"rendered":"<pre>                                                                                \n            FIRST AMENDMENT AND RENEWAL OF THE AMENDED AND RESTATED\n                364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT\n\n\n     THIS FIRST AMENDMENT AND RENEWAL OF THE AMENDED AND RESTATED 364-DAY\nREVOLVING CREDIT AND TERM LOAN AGREEMENT (\"Amendment\") is entered into as of\nAugust 3, 2000, among WORLDCOM, INC. (formally known as MCI WORLDCOM, INC.), a\nGeorgia corporation (\"Borrower\"), certain Purchasing Lenders (hereinafter\ndefined), certain Increasing Lenders (hereinafter defined), BANK OF AMERICA,\nN.A., as a Lender and as Administrative Agent (hereinafter defined) for itself\nand the Accepting Lenders (hereinafter defined), with BANC OF AMERICA\nSECURITIES, LLC, as the Sole Lead Arranger and Book Manager. Unless otherwise\nindicated all capitalized terms used herein shall have the meaning set forth in\nthe Agreement (as defined below), and all Section and Schedule references herein\nare to sections and schedules in the Agreement.\n\n                                R E C I T A L S\n                                ---------------\n                                        \n     A. Borrower has entered into the Amended and Restated 364-Day Revolving\nCredit and Term Loan Agreement (as renewed, extended, or amended to date, the\n\"Agreement\") dated as of August 5, 1999, with Bank of America, N.A. (in its\ncapacity as \"Administrative Agent\" thereunder and as a Lender) and certain other\nLenders party thereto (together with Bank of America, N.A., the \"Lenders\"),\nproviding for, among other things, a revolving credit and term loan facility in\nthe aggregate principal amount of $7,000,000,000.\n\n     B. In accordance with Section 2.4(a), Borrower has requested by letter\ndated June 5, 2000 that the Termination Date for the 364-Day Facility be\nextended for all of the Commitment to August 2, 2001, a date which is the 364th\nday after the current Termination Date (the \"Extension Request\").\n\n     C. In accordance with Section 2.4(a)(i), Lenders holding at least fifty-one\npercent (51%) of the Commitment consented to the Extension Request (each an\n\"Accepting Lender\") pursuant to the Consent dated as of July 10, 2000, among\nBorrower, Administrative Agent, and the Accepting Lenders (the \"Consent\"), and\neach has consented to the execution of this Amendment by Administrative Agent on\ntheir behalf.\n\n     D. In accordance with Section 2.4(a)(ii), the \"Rejected Amount\" (as defined\nin Section 2.4(a)(ii) and herein so called), has been offered by Administrative\nAgent to the Accepting Lenders, and certain of the Accepting Lenders have opted\nto increase their Committed Sum for some portion of the Rejected Amount (each an\n\"Increasing Lender\").\n\n     E. Additionally, in accordance with Section 2.4(a)(ii), the Administrative\nAgent offered a portion of the Rejected Amount to one or more financial\ninstitutions to replace one or more Rejecting Lenders, and certain financial\ninstitutions have agreed to purchase a portion of the Rejected Amount (each a\n\"Purchasing Lender\").\n\n     F. Subject to the terms and conditions set forth below, Borrower,\nAdministrative Agent (on behalf of itself and the Accepting Lenders), the\nIncreasing Lenders, and the Purchasing Lenders desire to amend the Agreement in\norder, among other things, to (i) extend the Termination Date to August 2, 2001,\n(ii) amend certain Schedules to reflect the addition of the Purchasing Lenders\nand the Committed Sums of\n\n\n                                                                 First Amendment\n                                                                 ---------------\n\n \neach of the Lenders, and (iii) to delete Section 2.4 (and all references\nthereto) regarding the optional renewal of the Commitment in its entirety.\n\n     In consideration of the foregoing and the mutual covenants contained\nherein, Borrower, Bank of America, N.A. (as an Accepting Lender and in its\ncapacity as Administrative Agent on behalf of the other Accepting Lenders), the\nIncreasing Lenders, and the Purchasing Lenders agree that the Agreement is\namended as follows:\n\n1.  Amendments.\n    ---------- \n\n  (a)  The following definitions in Section 1.1 are entirely amended as follows:\n\n       \"Borrower means WorldCom, Inc. (formerly known as MCI WORLDCOM,\n       Inc.), a Georgia corporation, and its permitted successors and assigns.\"\n \n       \"Termination Date means the earlier of (a) August 2, 2001, and (b) the\n       effective date of any other termination or cancellation of the Commitment\n       to lend under, and in accordance with, this Agreement.\"\n\n  (b)  Section 2.4 relating to the optional renewal of Commitment is entirely\n       deleted and replaced with the following:\n\n       \"2.4 Intentionally Deleted.\"\n\n  (c)  Schedule 2.1 is entirely deleted and replaced with the attached Schedule\n       2.1.\n\n2.  Conditions Precedent to Effective Date.\n    -------------------------------------- \n\n    (a)  Notwithstanding any contrary provision, Paragraph 1 of this Amendment\n         is not effective until the date (the \"Effective Date\") upon which (i)\n         the representations, acknowledgment, and ratifications in this\n         Amendment are true and correct, (ii) Administrative Agent receives\n         counterparts of this Amendment executed by Borrower, Administrative\n         Agent (on behalf of itself and Accepting Lenders), Increasing Lenders,\n         and Purchasing Lenders, (iii) Administrative Agent receives an\n         officers' certificate of Borrower dated as of the Effective Date,\n         executed by a Responsible Officer, certifying and attaching true and\n         correct copies of the articles of incorporation, bylaws, resolutions,\n         and incumbency of officers of Borrower (or certify that there has been\n         no changes to any of the foregoing since the date of their last\n         certification to Lenders), and (iv) there has been no change in the\n         consolidated financial condition of the Consolidated Companies from\n         that shown in the respective Financial Statements of Borrower for the\n         fiscal year ended December 31, 1999, and the three-month period ended\n         March 31, 2000, calculated on a consolidated basis for Borrower and the\n         Consolidated Companies which could be a Material Adverse Event.\n\n    (b)  On the Effective Date, each Lender shall advance its respective Pro\n         Rata Part of any Borrowing (if any), which may be netted against its\n         outstandings under the Agreement and shall be used to repay all\n         outstanding Debt (if any) under the Agreement due any Lender which is\n         not continuing as a Lender on and after the Effective Date. Any Lender\n         which is not continuing as a Lender under the Agreement on and after\n         the Effective Date shall promptly return its Notes (if any) to Borrower\n         for cancellation.\n\n                                       2                         First Amendment\n                                                                 ---------------\n\n \n    (c)  Lenders hereby agree among themselves (and Borrower hereby consents to\n         such agreement) that, concurrently with the Effective Date, there shall\n         be deemed to have occurred assignments and assumptions with respect to\n         the Obligation, and the Rights and obligations under the Agreement and\n         the other Loan Papers (including, without limitation, the Commitment\n         and the Principal Debt) such that, after giving effect to such\n         assignments and assumptions, the Lender's Committed Sum and the\n         Commitment percentage are as stated on Schedule 2.1, and the Lenders\n         hereby make such assignments and assumptions. The Lenders shall make\n         all appropriate payments and adjustments among themselves to effectuate\n         the appropriate purchase price for and other amounts payable with\n         respect to such assignments and assumptions.\n\n3.  Representations. As a material inducement to Lenders to execute and deliver\n    ---------------                                                            \nthis Amendment, Borrower represents and warrants to Administrative Agent and\nLenders (with the knowledge and intent that Lenders are relying upon the same in\nentering into this Amendment) that as of the Effective Date of this Amendment,\n(a) all representations and warranties in the Loan Papers are true and correct\nin all material respects as though made on the date hereof, except to the extent\nthat (i) any of them speak to a different specific date or (ii) the facts on\nwhich any of them were based have been changed by transactions contemplated or\npermitted by the Loan Papers or by this Amendment, and (b) except as waived by\nthis Amendment or the other Loan Papers, no Potential Default or Default exists.\n\n4.   Expenses. Borrower shall pay all costs, fees, and expenses paid or incurred\n     --------                                                                   \nby Administrative Agent incident to the Extension Request, the Consent, and this\nAmendment, including, without limitation, the reasonable fees and expenses of\nAdministrative Agent's counsel in connection with the negotiation, preparation,\ndelivery, and execution of this Amendment, the Extension Request, the Consent,\nand any related documents.\n\n5.   Miscellaneous. This Amendment is a \"Loan Paper\" referred to in the\n     -------------                                                     \nAgreement, and the provisions relating to Loan Papers in Sections 1 and 11 of\nthe Agreement are incorporated in this Amendment by reference. Unless stated\notherwise (a) the singular number includes the plural and vice versa and words\nof any gender include each other gender, in each case, as appropriate, (b)\nheadings and captions may not be construed in interpreting provisions, (c) this\nAmendment must be construed, and its performance enforced, under New York law,\n(d) if any part of this Amendment is for any reason found to be unenforceable,\nall other portions of it nevertheless remain enforceable, and (e) this Amendment\nmay be executed in any number of counterparts with the same effect as if all\nsignatories had signed the same document, and all of those counterparts must be\nconstrued together to constitute the same document.\n\n6.   ENTIRETIES. THIS AMENDMENT REPRESENTS THE FINAL AMENDMENT BETWEEN THE\n     ----------                                                           \nPARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE CONTRADICTED\nBY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE\nPARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.\n\n7.   Parties. This Amendment binds and inures to Borrower, Administrative Agent,\n     -------                                                                    \nPurchasing Lenders, and Lenders, and their respective successors and assigns,\nsubject to the exceptions set forth in Section 11.13.\n\n     The parties hereto have executed this Amendment in multiple counterparts on\nthe date stated on the signature pages hereto, but effective as of Effective\nDate.\n\n                    [REMAINDER OF PAGE INTENTIONALLY BLANK.\n                            SIGNATURE PAGE FOLLOWS.]\n                                        \n\n\n                                       3                         First Amendment\n                                                                 ---------------\n\n \n     Signature Page to that certain First Amendment and Renewal of the Amended\nand Restated 364-Day Revolving Credit and Term Loan Agreement dated as of August\n3, 2000, among WorldCom, Inc. (formerly known as MCI WORLDCOM, INC.), as\nBorrower, each Increasing Lender, each Purchasing Lender, and Bank of America,\nN.A., as Administrative Agent (on behalf of the Accepting Lenders and as\nAdministrative Agent), with Banc of America Securities, LLC, as Sole Lead\nArranger and Book Manager.\n\n\n\n                                    WORLDCOM, INC.,\n                                    as Borrower\n\n\n                                    By:\/s\/ Scott D. Sullivan\n                                       -----------------------------------------\n                                      Scott D. Sullivan, Chief Financial Officer\n\n\n\n\n                                       4                         First Amendment\n                                                                 ---------------\n\n \n     Signature Page to that certain First Amendment and Renewal of the Amended\nand Restated 364-Day Revolving Credit and Term Loan Agreement dated as of August\n3, 2000, among WorldCom, Inc. (formerly known as MCI WORLDCOM, INC.), as\nBorrower, each Increasing Lender, each Purchasing Lender, and Bank of America,\nN.A., as Administrative Agent (on behalf of the Accepting Lenders and as\nAdministrative Agent), with Banc of America Securities, LLC, as Sole Lead\nArranger and Book Manager.\n\n\n                              BANK OF AMERICA, N.A., as Administrative Agent, as\n                              a Lender, and on behalf of Accepting Lenders\n\n\n                              By:\/s\/ Jennifer Zydney\n                                 -----------------------------------------------\n                              Name:  Jennifer Zydney\n                                     -------------------------------------------\n                              Title:  Managing Director\n                                      ------------------------------------------\n\n\n\n\n\n                                       5                         First Amendment\n                                                                 ---------------\n\n \n     Signature Page to that certain First Amendment and Renewal of the Amended\nand Restated 364-Day Revolving Credit and Term Loan Agreement dated as of August\n3, 2000, among WorldCom, Inc. (formerly known as MCI WORLDCOM, INC.), as\nBorrower, each Increasing Lender, each Purchasing Lender, and Bank of America,\nN.A., as Administrative Agent (on behalf of the Accepting Lenders and as\nAdministrative Agent), with Banc of America Securities, LLC, as Sole Lead\nArranger and Book Manager.\n\n\n                              BANK OF AMERICA, N.A., as Administrative Agent, as\n                              a Lender, and on behalf of Accepting Lenders\n\n\n                              By:\/s\/ Thomas W. Okel\n                                 -----------------------------------------------\n                                  Thomas W. Okel, Managing Director\n\n\n\n                                       6                         First Amendment\n                                                                 ---------------\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":[9561,9560],"class_list":["post-40875","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-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40875","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=40875"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40875"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40875"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40875"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}