Exhibit 99(b)
CALCULATION AGENT AGREEMENT
CALCULATION AGENT AGREEMENT dated as of April 22, 1998 (the
"Agreement"), between MCI COMMUNICATIONS CORPORATION (the "Company"), as
initial Callholder and the issuer of the 6.125% Callable/Redeemable Notes
due 2012 (the "Notes"), and NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC, as
calculation agent (the "Calculation Agent"). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the form of Note
attached hereto as Exhibit A.
WITNESSETH:
WHEREAS, the Company and the initial Callholder desire to retain the
Calculation Agent to render certain services set forth in paragraph III of
the form of Note in the manner and on the terms hereinafter set forth;
WHEREAS, the Calculation Agent desires to provide such services to the
Company and the initial Callholder on the terms and conditions hereinafter
set forth; and
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Calculation Agent hereby agree
as follows:
Section 1. Duties and Rights of the Calculation Agent. The Company and
the initial Callholder hereby employ the Calculation Agent to act as the
Calculation Agent and to perform, observe and assume all of the duties,
obligations and liabilities of the Calculation Agent set forth in paragraph
III in the form of Note. The Calculation Agent hereby accepts such
employment and agrees during the term of the Notes to render such services
and to perform, observe and assume the duties, obligations and liabilities
of the Calculation Agent set forth in paragraph III of the form of Note
under the terms and conditions set forth herein.
(a) Appointment of Calculation Agent. The Company hereby appoints
NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC as the calculation agent with respect
to the Notes (in such capacity, the "Calculation Agent").
(b) Rights and Liabilities of the Calculation Agent. The Calculation
Agent shall incur no liability for, or in respect of, any action taken,
omitted to be taken or suffered by it in such capacity in reliance upon any
certificate, affidavit, instruction, notice, request, direction, order,
statement or other paper, document or communication reasonably believed by
it to be genuine. Any order, certificate, affidavit, instruction, notice,
request, direction, statement or other communication from the Company made
or given by it and sent, delivered or directed to the Calculation Agent
under, pursuant to, or as permitted by, any provision of this Indenture
shall be sufficient for purposes of this Indenture if such communication is
in writing and signed by any officer or attorney-in-fact of the Company.
The Calculation Agent may consult with counsel satisfactory to it and the
advice of such counsel shall constitute full and complete authorization and
protection of the Calculation Agent with respect to any action taken,
omitted to be taken or suffered by it hereunder in good faith and in
accordance with and in reliance upon the advice of such counsel.
(c) Right of the Calculation Agent to Own Notes, etc. The Calculation
Agent and its officers, employees and shareholders, may become owners of,
or acquire any interests in, the Notes, with the same rights as if the
Calculation Agent were not the Calculation Agent hereunder. The Calculation
Agent may engage in, or have an interest in, any financial or other
transaction with the Company or any of its affiliates as if the Calculation
Agent were not the Calculation Agent hereunder.
(d) Duties of the Calculation Agent. In acting in connection with the
Notes, the Calculation Agent shall be obligated only to perform such duties
as are specifically set forth herein and no other duties or obligations on
the part of the Calculation Agent, in its capacity as such, shall be
implied by the Indenture. In acting under the Indenture, the Calculation
Agent (in its capacity as such) assumes no obligation towards, or any
relationship of agency or trust for or with, the holders of the Notes.
(e) Termination, Resignation or Removal of the Calculation Agent. The
Company may at any time appoint a new Calculation Agent if the Calculation
Agent has resigned or if Reasonable Cause otherwise exists at such time by
giving written notice to the existing Calculation Agent and specifying the
date when the termination shall become effective. "Reasonable Cause" shall
mean the failure or inability of the Calculation Agent to perform any
obligations it may have hereunder for any reason. If a new Calculation
Agent is appointed pursuant to this subsection, the Company shall promptly
provide the Trustee with notice thereof.
(f) Appointment of Successor Calculation Agent. Any successor
Calculation Agent appointed by the Company or by a court pursuant to the
provisions of subsection 1(e) hereof shall execute and deliver to the
initial Calculation Agent and to the Company an instrument accepting such
appointment and thereupon such successor Calculation Agent shall, without
any further act or instrument, become vested with all the rights,
immunities, duties and obligations of the initial Calculation Agent, with
like effect as if originally named as the initial Calculation Agent
hereunder, and the initial Calculation Agent shall thereupon be obligated
to deliver, and such successor Calculation Agent shall be entitled to
receive, copies of any available records maintained by the initial
Calculation Agent in connection with the performance of its obligations
hereunder.
(g) Indemnification of the Calculation Agent. The Company shall
indemnify and hold harmless the Calculation Agent and any successor
thereof, and its officers and employees, from and against all actions,
claims, damages, liabilities, losses and reasonable expenses (including
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reasonable legal fees and reasonable expenses) relating to or arising out
of actions or omissions of the Calculation Agent hereunder, except actions,
claims, damages, liabilities, losses and expenses caused by bad faith,
gross negligence or willful misconduct of the Calculation Agent or its
officers or employees. This subsection shall survive the termination of the
Indenture and the payment in full of all obligations under the Notes,
whether by redemption, repayment or otherwise.
(h) Merger, Consolidation or Sale of Business by the Calculation
Agent. Any entity into which the Calculation Agent may be merged, converted
or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Calculation Agent may be a party, or any entity
to which the Calculation Agent may sell or otherwise transfer all or
substantially all of its business, shall, to the extent permitted by
applicable law, automatically succeed the Calculation Agent.
Section 2. Fees and Expenses. For its services in performing its
duties set forth herein, the Calculation Agent will not receive any fees or
reimbursement of expenses from the Company.
Section 3. Term of this Agreement. This Agreement, which shall be a
binding agreement as of the date hereof, shall terminate upon the earlier
to occur of (a) the termination or removal of the Calculation Agent
pursuant to Section 1(f) hereof, (b) 5 days after written notice of the
Calculation Agent's or any permitted assignee's resignation as Calculation
Agent is delivered to the Callholder, the Trustee and the Company, (c) the
termination of the Notes pursuant to their terms or the terms of the
Indenture or (d) the repurchase or redemption by the Company of the Notes.
Section 4. Amendments. No amendment or waiver of any provision of this
Agreement nor consent to any departure herefrom by any party hereto shall
in any event be effective unless the same shall be in writing and signed by
the party against which enforcement of such amendment or waiver or consent
is sought and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
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Section 5. Notice Addresses. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall
be deemed to have been duly given if sent by facsimile transmission to the
number set forth below:
If to the Calculation Agent: NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Syndicate
If to the Callholder: NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Syndicate
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If to the Company: MCI Communications Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Treasurer
with a copy to:
MCI Communications Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
Section 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE (WITHOUT REFERENCE TO
CHOICE OF LAW DOCTRINE).
Section 7. Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties hereto and supersedes any and
all prior agreements and understandings among them relating to the subject
matter hereof.
Section 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
Section 9. Amendments to Indenture. The parties hereto agree that no
amendment or waiver of any provision of the Indenture that affects the
rights, obligations, duties or liabilities of the Calculation Agent shall
in any event be effective without the prior written consent of the
Calculation Agent, and then such waiver shall be effective only in the
specific instance and for the specific purpose for which given.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Calculation Agent Agreement as of the day and year first above
written.
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC,
as Calculation Agent
By: _/s/NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
Name:
Title:
MCI COMMUNICATIONS CORPORATION,
as initial Callholder and issuer
By: /s/ MCI COMMUNICATIONS CORPORATION
Name:
Title:
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EXHIBIT A
FORM OF NOTE