{"id":43222,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-british-telecommunications-plc-mci-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-british-telecommunications-plc-mci-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-british-telecommunications-plc-mci-communications.html","title":{"rendered":"Agreement &#8211; British Telecommunications PLC, MCI Communications Corp. and WorldCom"},"content":{"rendered":"<pre>                                         AGREEMENT dated as of November 9, 1997,\n                                     among BRITISH TELECOMMUNICATIONS\n                                     PLC, a public limited company\n                                     incorporated under the laws of\n                                     England and Wales ('BT'), MCI\n                                     COMMUNICATIONS CORP., a Delaware\n                                     corporation ('MCI'), and WORLDCOM, a\n                                     Georgia corporation ('WorldCom').\n\n\n                 WHEREAS, BT, MCI and Tadworth Corporation, a Delaware\ncorporation and a wholly owned subsidiary of BT ('BT Merger Sub'), are parties\nto an Agreement and Plan of Merger, dated as of November 3, 1996 (as amended by\nthe Amendment Agreement thereto dated as of February 14, 1997 and Amendment\nAgreement No. 2 thereto dated as of August 21, 1997, the 'BT\/MCI Merger\nAgreement') (capitalized terms used but not defined herein shall have the\nmeanings set forth in the BT\/MCI Merger Agreement), providing for the merger of\nMCI with and into BT Merger Sub;\n\n                 WHEREAS, MCI, WorldCom and a wholly owned subsidiary of\nWorldCom ('WorldCom Merger Sub') propose to enter into an Agreement and Plan of\nMerger (the 'WorldCom\/MCI Merger Agreement') providing for the merger of MCI\nwith and into WorldCom Merger Sub (the 'WorldCom\/MCI Merger'), upon the terms\nand subject to the conditions of the WorldCom\/MCI Merger Agreement; and\n\n                 WHEREAS, as of the date hereof BT owns the number of shares of\nClass A Common Stock, par value $.10 per share, of MCI ('MCI Class A Common\nStock') set forth on Schedule I attached hereto (the 'Subject Shares').\n\n                 NOW, THEREFORE, and in consideration of the representations,\nwarranties, covenants and agreements contained in this Agreement, the parties\nhereto agree as follows:\n\n                 1.   Representations and Warranties.\n\n\n                 (a)   Each party represents and warrants that such party has\nall requisite power and authority to enter into this Agreement and to\nconsummate the transactions contemplated hereby. The execution and delivery of\nthis Agreement and the consummation of the transactions contemplated hereby\nhave been duly authorized by such party. This Agreement has been duly executed\nand delivered by such party and constitutes a valid and binding obligation of\nsuch party enforceable against such party in accordance with its terms, except\nas such enforceability may be limited by\n\n                                                                               2\n\n\nbankruptcy, insolvency, reorganization, moratorium and similar laws relating to\nor affecting creditors generally, by general equity principles (regardless of\nwhether such enforceability is considered in a proceeding in equity or at law)\nor by an implied covenant of good faith and fair dealing. The execution and\ndelivery of this Agreement does not or will not, as the case may be, and the\nconsummation of the transactions contemplated hereby will not, conflict with,\nor result in any violation of, or constitute a default (with or without notice\nor lapse of time, or both) under, or give rise to a right of termination,\namendment, cancelation or acceleration of any obligation or the loss of a\nmaterial benefit under, or the creation of a lien, pledge, security interest,\ncharge or other encumbrance on any assets pursuant to:(A) any provision of the\ncertificate of incorporation or by-laws of such party or any subsidiary of such\nparty or (B) except as would not have a material adverse effect on such party,\nany loan or credit agreement, note, mortgage, bond, indenture, lease, benefit\nplan or other agreement, obligation, instrument, permit, concession, franchise,\nlicense, judgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to such party or any subsidiary of such party or their respective\nproperties or assets. No consent, approval, order or authorization of, or\nregistration, declaration or filing with, any supranational, national, state,\nmunicipal or local government, any instrumentality, subdivision, court,\nadministrative agency or commission or other authority thereof, or any\nquasi-governmental or private body exercising any regulatory, taxing, importing\nor other governmental or quasi-governmental authority, including the European\nUnion, is required by or with respect to such party or any subsidiary of such\nparty in connection with the execution and delivery of this Agreement by such\nparty or the consummation by such party of the transactions contemplated\nhereby.\n\n                 (b)   BT hereby represents and warrants that BT (or a wholly\nowned subsidiary of BT) is the record and beneficial owner of, and has good and\nmarketable title to, the Subject Shares.\n\n                 2.  Termination of BT\/MCI Merger Agreement. BT and MCI hereby\nagree that the BT\/MCI Merger Agreement shall be, and hereby is, terminated,\neffective immediately.\n\n                 3.   Fees. (a) The Alternative Transaction Fee of $450,000,000\nand BT's Expenses in an amount up to $15,000,000 will be paid to BT promptly by\nWorldCom in immediately available funds by 5 p.m. on Wednesday, November 12.\n\n                                                                               3\n\n\n                 (b)      In the event WorldCom is required to make a payment\nto MCI pursuant to Section 7.3 of the WorldCom\/MCI Merger Agreement (a 'Section\n7.3 Payment'), WorldCom shall pay to BT $250,000,000 on the date WorldCom is\nrequired to make the Section 7.3 Payment.\n\n                 4.   Covenants of BT. Until the termination of this Agreement\nin accordance with Section 11, BT agrees as follows:\n\n                 (a)   BT hereby consents to, and at any meeting of\nstockholders of MCI called to vote thereon, BT agrees to vote (or cause to be\nvoted) the Subject Shares (and each class thereof) in favor of, the\nWorldCom\/MCI Merger, the adoption by MCI of the WorldCom\/MCI Merger Agreement\nand the approval of the other transactions contemplated by the WorldCom\/MCI\nMerger Agreement.\n\n                 (b)   At any meeting of stockholders of MCI or at any\nadjournment thereof or in any other circumstances upon which BT's vote, consent\nor other approval is sought, BT shall vote (or cause to be voted) the Subject\nShares against (i) any merger agreement or merger (other than the WorldCom\/MCI\nMerger Agreement and the WorldCom\/MCI Merger), consolidation, combination, sale\nof substantial assets, reorganization, recapitalization, dissolution,\nliquidation or winding up of or by MCI or any other MCI acquisition or (ii) any\namendment of the MCI Certificate of Incorporation or Bylaws or other proposal\nor transaction involving MCI, or any of its subsidiaries, which amendment or\nother proposal or transactions would in any manner impede, frustrate, prevent\nor nullify the WorldCom\/MCI Merger, the WorldCom\/MCI Merger Agreement or any of\nthe other transactions contemplated by the WorldCom\/MCI Merger Agreement.\n\n                 (c)   BT shall not (i) transfer (which term shall include,\nwithout limitation, for the purposes of this Agreement, any sale, gift, pledge\nor other disposition), or consent to any transfer of, any or all of the Subject\nShares or any interest therein, except pursuant to the WorldCom\/MCI Merger,\n(ii) enter into any contract, option or other agreement, arrangement or\nunderstanding with respect to any or all of the Subject Shares or any interest\ntherein, (iii) grant any proxy, power-of-attorney or other authorization in or\nwith respect to the Subject Shares, except for this Agreement or (iv) deposit\nthe Subject Shares into a voting trust or enter into a voting agreement or\narrangement with respect to the Subject Shares; provided, however, that\nnotwithstanding anything to the contrary in this Agreement, the record owner of\nthe Subject Shares may be any wholly owned subsidiary of BT and BT shall cause\nany\n\n                                                                               4\n\nsuch subsidiary to perform all the obligations of BT under this Agreement that\nrequire performance by the record owner of the Subject Shares.\n\n                 (d)   BT hereby waives any rights of appraisal, or rights to\ndissent from the WorldCom\/MCI Merger, that it may have.\n\n                 (e)   During the term of this Agreement, BT shall not nor\nshall it authorize or permit any officer, director, partner, employee or agent\nor any investment banker, attorney or other advisor or representative of BT to,\ndirectly or indirectly, (i) solicit, initiate or encourage the submission of\nany Acquisition Proposal (other than with respect to the WorldCom\/MCI Merger)\nor (ii) participate in any discussions or negotiations regarding, or furnish to\nany person any information with respect to, or take any other action to\nfacilitate any inquiries or the making of any proposal that constitutes or may\nbe reasonably be expected to lead to, any Acquisition Proposal (other than with\nrespect to the WorldCom\/MCI Merger).\n\n                 (f)   Until after the WorldCom\/MCI Merger is consummated or\nthe WorldCom\/MCI Merger Agreement is terminated, BT shall use all reasonable\nefforts to take, or cause to be taken, all actions, and to do, or cause to be\ndone, and to assist and cooperate with the other parties in doing, all things\nnecessary, proper or advisable to consummate and make effective, in the most\nexpeditious manner practicable, the WorldCom\/MCI Merger and the other\ntransactions contemplated by the WorldCom\/MCI Merger Agreement. Without\nlimiting the generality of the foregoing, BT shall use all reasonable efforts\nto assist WorldCom and MCI in obtaining all requisite approvals under Council\nRegulations (EEC) No. 406\/89 and the Communications Act of 1934, as amended;\nprovided, however, that BT shall not be required to take any position that\nwould be inconsistent with, or adversely affect, the interests of BT's other\nbusinesses.\n\n                 5.   Modifications to Concert Joint Venture Agreement and\nInvestment Agreement.\n\n                 (a)   WorldCom, MCI and BT hereby agree that the Modified\nJoint Venture Agreement among BT, Moorgate (Twelve) Limited ('BTH'), MCI, MCI\nVentures Corporation ('Ventures'; together with BTH, the 'Shareholders') and\nConcert Communications Company ('Concert') (the 'Joint Venture Agreement') and\nthe related agreements entered into thereunder shall be appropriately modified,\neffective as of the consummation of the purchase of the joint venture\n\n                                                                               5\n\n\ninterest described in Section 5(b) hereof (the 'Purchase Date') to reflect the\nprovisions set forth on Exhibit A hereto.  It is understood and agreed that the\nparties hereto may engage in discussions and negotiations with other parties\nabout the matters covered by the Joint Venture Agreement and the related\nagreements (including reaching agreement with other parties with respect to\ndistribution arrangements not inconsistent with Exhibit A to become effective\nimmediately after the Purchase Date) prior to the Purchase Date with respect to\npossible arrangements to become effective subsequent to, and subject to the\noccurrence of, the Purchase Date.\n\n                 (b)   WorldCom, MCI and BT hereby agree that BT shall cause\nBTH to exercise the call option set forth in Clause 30.1 of the Joint Venture\nAgreement immediately following the occurrence of the Effective Time. The\nparties shall commence discussions following the date hereof and shall attempt\nin good faith to reach agreement as promptly as practicable as to the Relevant\nPrice for purposes of the exercise of such call option.\n\n                 (c)   WorldCom and MCI hereby agree to waive the provisions of\nSection 9.12 of the Amended and Restated Investment Agreement, dated as of\nJanuary 31, 1994 (the 'Investment Agreement'), between BT and MCI and the\nprovisions of Clause 18 of the Joint Venture Agreement to the extent necessary\nto permit BT to engage in discussions and negotiations with, and enter into\nagreement with, third parties for business combinations, commercial alliances\nor other business ventures which might otherwise be restricted by or result in\nany loss of rights pursuant to such provisions so long as the consummation of\nany such transaction is conditioned upon the consummation of the WorldCom\/MCI\nMerger.\n\n                 (d)   BT and MCI hereby agrees that, upon the termination of\nthe WorldCom\/MCI Merger Agreement, Section 5.01 of the Investment Agreement\nshall automatically be amended, without any further action by either BT or MCI,\nto delete Section 5.01(a) and to reletter the remaining subsections and to\ndelete the phrase 'From and including the fourth anniversary of the Closing\nDate' at the beginning of the subsection that was Section 5.01(b) prior to such\namendment and to capitalize the word 'so' that will then be first word of such\nsubsection.\n\n                 (e)   BT and WorldCom will undertake in good faith to\nnegotiate a transition agreement in accordance with Exhibit B.\n\n                                                                               6\n\n\n                 6.   Assignment. Neither this Agreement nor any of the rights,\ninterests or obligations hereunder shall be assigned, in whole or in part, by\noperation of law or otherwise, by any party without the prior written consent\nof the other parties, except that any of the parties hereto may assign all of\nany of its rights and obligations hereunder to any affiliate of such party,\nprovided that no such assignment shall relieve the assigning party of its\nobligations hereunder if such assignee does not perform such obligations.\nSubject to the preceding sentence, this Agreement will be binding upon, inure\nto the benefit of and be enforceable by the parties and their respective\nsuccessors and assigns.\n\n                 7.   Litigation. WorldCom shall promptly withdraw its\ncomplaint in the matter entitled WorldCom, Inc.  and TC Investments Corp.\nagainst MCI Communications Corporation et al. and BT shall promptly withdraw\nthe answer to such complaint filed by it.\n\n                 8.   Merger Consideration. WorldCom and MCI shall not amend\nthe WorldCom\/MCI Merger Agreement to increase the consideration payable to\nholders of shares of common stock, par value $.10 per share, of MCI unless the\nconsideration to be paid in respect of the shares of MCI Class A Common Stock\nshall increased in such amendment by a like amount per share.\n\n                 9.   References to BT. WorldCom and MCI each hereby agree that\nany description of or reference to BT in any proxy materials, registration\nstatements or other disclosure document to be filed with the Securities and\nExchange Commission or to be sent to securityholders of either WorldCom or MCI\nshall be reasonably acceptable to BT and its counsel and that BT and its\ncounsel shall be given an opportunity to review each such description or\nreference and to make suggestions with respect thereto a reasonable amount of\ntime prior to the earlier of (i) the time such document is sent to stockholders\nand (ii) the time such document is filed with the Securities and Exchange\nCommission. BT shall not unreasonably withhold or delay its determination that\nsuch descriptions or references are reasonably acceptable.\n\n                 10.   Amendments to WorldCom\/MCI Merger Agreement. WorldCom\nand MCI shall not amend the WorldCom\/MCI Merger Agreement in a manner that\nadversely affects the interests of BT.\n\n                 11.   Termination. This Agreement shall terminate, and the\nprovisions hereof shall be of no further force or\n\n                                                                               7\n\n\neffect, upon the earliest to occur of (a) the Effective Time, (b) the\ntermination of the WorldCom\/MCI Merger Agreement pursuant to Section 7.1(a),\n7.1(c) or 7.1(d) (but only with respect to the failure to obtain the Required\nParent Vote) or (c) the later to occur of (x) September 30, 1998 or (y)\ntermination of the WorldCom\/MCI Merger Agreement pursuant to Section 7.1(b),\n7.1(d) (but only with respect to failure to obtain the Required MCI Votes),\n7.1(e) or 7.1(f). The provisions of Sections 3, 5, 6(b), 11 and 12 shall\nsurvive the termination of this Agreement.\n\n                 12.   General Provisions.\n\n                 (a)   Amendments. This Agreement may not be amended except by\nan instrument in writing signed by each of the parties hereto.\n\n                 (b)   Notices. All notices and other communications hereunder\nshall be in writing and shall be deemed duly given (a) on the date of personal\ndelivery or, if delivered by telecopy or telefacsimile, upon confirmation of\nreceipt, (b) on the first business day following the date of dispatch if\ndelivered by a recognized next-day courier service, or (c) on the tenth\nbusiness day following the date of mailing if delivered by registered or\ncertified mail, return receipt requested, postage prepaid. All notices\nhereunder shall be delivered as set forth below, or pursuant to such other\ninstructions as may be designated in writing by the party to receive such\nnotice:\n\n                  a.      if to BT, to\n\n                          British Telecommunications plc\n                          BT Centre\n                          81 Newgate Street\n                          Attention: Colin R. Green\n                                     Secretary and Chief Legal Advisor\n                          Facsimile No.: 011-44-171-6135\n\n                          with copies to\n\n                          Shearman &amp; Sterling\n                          199 Bishopsgate\n                          London EC2M 3TY\n                          England\n                          Attention: W. Jeffrey Lawrence\n                          Facsimile No.: 011-44-171-920-9020\n\n                                                                               8\n\n\n                  b.      if to MCI, to\n\n                          MCI Communications Corporation\n                          1801 Pennsylvania Avenue, NW\n                          Washington, D.C. 20006\n                          Attention: Michael Salsbury, Esq.\n                                     Executive Vice President and General\n                                     Counsel\n                          Facsimile No.: (202) 887-3353\n\n                          with copies to\n\n                          Simpson Thacher &amp; Bartlett\n                          425 Lexington Avenue\n                          New York, New York 10017\n                          Attention: Philip T. Ruegger III, Esq.\n                          Facsimile No.: (212) 455-2502\n\n                  c.      if to WorldCom, to\n\n                          WorldCom, Inc.\n                          10777 Sunset Office Drive\n                          Suite 330\n                          St. Louis, MO 63127\n                          Attention: P. Bruce Borghardt, Esq.\n                                     General Counsel Corporate\n                                     Development\n                          Facsimile No.: (314) 909-4101\n\n                          with copies to\n\n                          Cravath, Swaine &amp; Moore\n                          Worldwide Plaza\n                          825 Eighth Avenue\n                          New York, New York 10019\n                          Attention: Allen Finkelson, Esq.\n                                     Robert A. Kindler, Esq.\n                          Facsimile No.: (212) 474-3700\n\n                 (c)   Interpretation. When a reference is made in this\nAgreement to a Section or Schedule, such reference shall be to a Section of or\nSchedule to this Agreement unless otherwise indicated. The headings contained\nin this Agreement are for reference purposes only and shall not affect in any\nway the meaning or interpretation of this Agreement. Wherever the words\n'include', 'includes' or 'including' are used in this Agreement, they shall be\ndeemed to be followed by the words 'without limitation'.\n\n                                                                               9\n\n\n                 (d)   Counterparts. This Agreement may be executed in one or\nmore counterparts, all of which shall be considered one and the same agreement,\nand shall become effective when one or more of the counterparts have been\nsigned by each of the parties and delivered to the other parties.\n\n                 (e)   Entire Agreement; No Third-Party Beneficiaries. This\nAgreement (including the documents and instruments referred to herein) (i)\nconstitutes the entire agreement, and supersedes all prior agreements and\nunderstandings, both written and oral, among the parties with respect to the\nsubject matter hereof and (ii) is not intended to confer upon any person other\nthan the parties hereto any rights or remedies hereunder.\n\n                 (f)   Governing Law. This Agreement shall be governed by, and\nconstrued in accordance with, the laws of the State of Delaware, regardless of\nthe laws that might otherwise govern under applicable principles of conflicts\nof law thereof.\n\n                 13.   Enforcement. The parties agree that irreparable damage\nwould occur in the event that any of the provisions of this Agreement were not\nperformed in accordance with their specific terms or were otherwise breached.\nIt is accordingly agreed that the parties shall be entitled to an injunction or\ninjunctions to prevent breaches of this Agreement and to enforce specifically\nthe terms and provisions of this Agreement in any court of the United States\nlocated in the State of Delaware or in a Delaware state court, this being in\naddition to any other remedy to which they are entitled at law or in equity. In\naddition, each of the parties hereto (i) consents to submit itself to the\npersonal jurisdiction of any court of the United States located in the State of\nDelaware or any Delaware state court in the event any dispute arises out of\nthis Agreement or any of the transactions contemplated by this Agreement, (ii)\nagrees that it will not attempt to deny or defeat such personal jurisdiction by\nmotion or other request for leave from any such court, (iii) agrees that such\nparty will not bring any action relating to this Agreement or the transactions\ncontemplated by this Agreement in any court other than a court of the United\nStates located in the State of Delaware or a Delaware state court and (iv)\nwaives any right to trial by jury with respect to any claim or proceeding\nrelated to or arising out of this Agreement or any of the transactions\ncontemplated hereby.\n\n                 14.   Public Announcements. BT, WorldCom and MCI shall use all\nreasonable efforts to develop a joint\n\n                                                                              10\n\ncommunications plan and each party shall use all reasonable efforts (i) to\nensure that all press releases and other public statements with respect to the\ntransactions contemplated hereby shall be consistent with such joint\ncommunications plan, and (ii) unless otherwise required by applicable law or by\nobligations pursuant to any listing agreement with or rules of any securities\nexchange, to consult with each other before issuing any press release or\notherwise making any public statement with respect to this Agreement or the\ntransactions contemplated hereby.\n\n                 15.   Severability. If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule of law\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect. Upon such determination that any\nterm or other provision is invalid, illegal or incapable of being enforced, the\nparties hereto shall negotiate in good faith to modify this Agreement so as to\neffect the original intent of the parties as closely as possible to the fullest\nextent permitted by applicable law in an acceptable manner to the end that the\ntransactions contemplated hereby are fulfilled to the extent possible.\n\n\n                 IN WITNESS WHEREOF, the parties have caused this Agreement to\nbe signed by their authorized signatories, all as of the date first written\nabove.\n\n\n\nBRITISH TELECOMMUNICATIONS\npublic limited company\n\nby\n  \/s\/ Colin R. Green \n  -----------------------------------\n  Name:  Colin R. Green\n  Title: Secretary and Chief\n         Legal Advisor\n\n\n\nMCI COMMUNICATIONS CORPORATION\n\nby\n  \/s\/ Bert C. Roberts, Jr.\n  -----------------------------------\n  Name:  Bert C. Roberts, Jr.\n  Title: Chairman\n\n\nWORLDCOM, INC.\n\nby\n  \/s\/ Bernard J. Ebbers\n  -----------------------------------\n  Name:  Bernard J. Ebbers\n  Title: President and Chief                           \n         Executive Officer\n\n\n                                   SCHEDULE I\n\n\n                                                    Number of Shares\n                                                    ----------------\n\nMCI Class A Common Stock                               135,998,932\n\n\n\n\n                                                                              13\n\nExhibit A\n\n-        The exclusive distribution rights set forth in the Joint Venture\n         Agreement and the Distribution Agreements shall be terminated.\n\n-        Concert shall continue to provide services to MCI on a nonexclusive\n         basis to customers based in the United States for a period of five\n         years from the Purchase Date in accordance with the terms of the MCI\n         Distribution Agreement. This is intended to enable MCI to continue to\n         provide services to existing customers under the terms of its\n         contractual obligations and to enter into new contractual obligations\n         with new customers and existing customers provided that the term of\n         such obligations does not extend beyond the fifth anniversary of the\n         Purchase Date.\n\n\n                                                                       EXHIBIT B\n\nConcept:\n\nBT and WorldCom will undertake in good faith to negotiate a transition\nagreement. The intent is for there to be an agreement that would go into effect\nupon the consummation of the purchase by BT of MCI's joint venture interest in\nConcert pursuant to BT's call option.\n\nPurpose:\n\n         o       To provide for a professional exit from the existing Concert\n                 arrangements while satisfying the requirements of BT's and\n                 MCI's customers before and during the exit.\n\n         o       To agree the requirements (financial, operational, technical)\n                 of making Concert more self standing and better able to\n                 support customer and distributor requirements.\n\n         o       To give BT and customers comfort that during the pendency of\n                 the merger and the post merger period underlying components\n                 and services necessary to provide Concert service which are\n                 sourced from MCI are available on commercially reasonably\n                 terms despite the change in circumstances.\n\nStructure:\n\nA three-step process to achieve the purpose is contemplated under which the\nparties would in good faith review and consider:\n\n         o       What assets currently used by MCI in servicing certain\n                 obligations to Concert should be sold to Concert.\n\n         o       What assets which are used to support MCI's non-Concert\n                 operations might be either duplicated or equitably shared.\n\n         o       What certain MCI\/BT relationships might also be modified, e.g.\n                 Card.\n\n         o       How MCI's role as a master distributor should be amended so as\n                 to allow Concert to be in direct privity with MCI's\n                 subdistributors.\n\n         o       How service contracts with MCI which do not contain service\n                 levels should be recast so that \n\n                                                                              2\n\n                 both Concert and MCI could be more certain as to their \n                 respective rights and obligations.\n\nMCI\/WorldCom will be reimbursed on an after-tax basis for all costs incurred\nand assets transferred in connection with the foregoing. Notwithstanding\nanything to the contrary herein, MCI\/WorldCom shall not be required to take any\naction that could reasonably be expected to materially adversely affect its\nbusiness, customer relationships or the benefits anticipated to result from the\nmerger.\n\nTiming:\n\n         o       Negotiations to be completed in 180 days post execution of the\n                 Agreement.\n\n         o       The agreements would not take effect until the consummation of\n                 the purchase by BT of MCI's joint venture interest in Concert\n                 pursuant to BT's call option.\n\n         o       If the Agreement is not executed in 180 days despite the\n                 parties' good faith efforts, (i) the nonexclusive\n                 distributorship referred to in Exhibit A shall have a term of\n                 two (rather than five) years and (ii) the transition\n                 arrangements in the Services Agreement will be extended from\n                 12 to 18 months for Concert.\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":[9622,9626],"class_list":["post-43222","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43222","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=43222"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43222"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43222"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43222"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}