EXHIBIT 4.9
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WORLDCOM, INC.
To
MELLON BANK, N.A.
Trustee
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First Supplemental Indenture
Dated as of ______________, 1997
to Indenture
Dated as of March 1, 1997
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Relating to
$686,398,000
9-3/8% Senior Notes Due January 15, 2004
and to
$671,850,000
8-7/8% Senior Notes Due January 15, 2006
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FIRST SUPPLEMENTAL INDENTURE, dated as of _________________, 1997
("First Supplemental Indenture"), to the Indenture, dated as of March 1, 1997,
between WorldCom, Inc., a corporation duly organized and existing under the laws
of the State of Georgia (hereinafter called the "Company"), having its principal
office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and MELLON BANK,
N.A., a corporation duly organized and existing under the laws of the United
States, as Trustee hereunder (hereinafter called the "Trustee"), having its
Corporate Trust ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of March 1, 1997 (the "Indenture"), providing for
the issuance from time to time of its senior debt securities (the "Securities")
to be issued in one or more series as therein provided;
WHEREAS, Section 901 of the Indenture provides that the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into an indenture supplemental to the Indenture
without the consent of any Holders (as defined in the Indenture) to establish
the form or terms of the Securities of any series;
WHEREAS, the Company has duly authorized the creation of (i) an issue
of its Securities to be known as the 9-3/8% Senior Notes Due January 15, 2004
(the "9-3/8% Notes") and (ii) an issue of its Securities to be known as the
8-7/8% Senior Notes Due January 15, 2006 (the "8-7/8% Notes" and, together with
the 9-3/8% Notes, the "Notes") and to provide therefor the Company has duly
authorized the execution and delivery of this First Supplemental Indenture; and
WHEREAS, all things necessary to make the Notes, when executed by the
Company and authenticated and delivered in accordance with Section 303 of the
Indenture and duly issued by the Company, the valid obligations of the Company,
and to make this First Supplemental Indenture a valid agreement of the Company,
in accordance with their and its terms, have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes as follows:
1. Definitions.
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(a) Capitalized terms used but not defined in this First Supplemental
Indenture shall have the meanings ascribed to them in the Indenture.
(b) References in this First Supplemental Indenture to section numbers
shall be deemed to be references to section numbers of this First Supplemental
Indenture unless otherwise specified.
(c) In the case of capitalized terms defined in this First
Supplemental Indenture that are also defined in the Indenture, the meanings
ascribed to such terms in this First Supplemental Indenture shall apply with
respect to the Notes.
2. The Securities.
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(a) In accordance with Section 301 of the Indenture, there is hereby
created a series of Securities under the Indenture with the following terms:
(i) the title of the Securities created hereby is the "9-3/8%
Senior Notes Due January 15, 2004";
(ii) the aggregate principal amount of the 9-3/8% Notes which may
be authenticated and delivered (except for 9-3/8% Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other 9-3/8% Notes pursuant to Sections 304, 305, 306 or
906 of the Indenture) is limited to $686,398,000;
(iii) the principal of the 9-3/8% Notes shall be payable on
January 15, 2004 unless earlier repaid in accordance with the
Indenture, as modified by this First Supplemental Indenture;
(iv) the 9-3/8% Notes shall accrue interest at the rate of 9-3/8%
per annum (computed on the basis of a 360-day year consisting of
twelve 30-day months), and interest on the 9-3/8% Notes will accrue
from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, or if no interest has
been paid, from July 15, 1997, as the case may be, and will be
payable in cash semi-annually in arrears on January 15 and July 15
of each year (the "Interest Payment Dates"), commencing on January
15, 1998, to the Holders of record on the immediately preceding
December 31 and June 30, respectively (the "Regular Record Dates"),
until principal thereof is paid or duly provided for. Interest on
any overdue principal or premium shall be payable on demand;
(v) the Place of Payment of the 9-3/8% Notes, and the place where
the 9-3/8% Notes may be surrendered for registration of transfer and
where the 9-3/8% Notes may be surrendered for exchange and where
notices or demands may be served to or upon the Company with respect
to the 9-3/8% Notes, shall be the Corporate Trust Office of the
Trustee in the City of Pittsburgh, Pennsylvania and at the office of
an affiliate of the Trustee in New York, New York, which office on
the date hereof is located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇;
(vi) the 9-3/8% Notes will not be redeemable at the option of the
Company prior to January 15, 1999. On or after January 15, 1999, the
9-3/8% Notes will be redeemable at the option of the Company, in whole
at any time or in part from time to time, at the following prices
(expressed in percentages of the principal amount thereof) in Dollars,
if redeemed during the twelve months beginning January 15 of the years
indicated below, in each case together with
2
interest accrued to the Redemption Date (subject to the right of
Holders of record on the relevant Regular or Special Record Date to
receive interest due on the relevant Interest Payment Date):
Year Percentage
---- ----------
1999.......................... 103.52%
2000.......................... 102.34%
2001.......................... 101.17%
2002 and thereafter........... 100.00%
On and after the Redemption Date, interest will cease to accrue on the
9-3/8% Notes (or any portion thereof) if so called for redemption.
(vii) there shall be no sinking fund provided for the 9-3/8%
Notes;
(viii) the 9-3/8% Notes shall be issuable only in denominations
of $1,000 principal amount and any integral multiple thereof;
(ix) the Trustee shall act as Security Registrar and Paying Agent
with respect to the 9-3/8% Notes;
(x) payment of the principal of (and premium, if any) or interest
on the 9-3/8% Notes shall be denominated and payable only in Dollars;
(xi) no payment on the 9-3/8% Notes shall be determined with
reference to an index, formula or other such method;
(xii) no Additional Amounts shall be payable in respect of the
9-3/8% Notes;
(xiii) except as stated in this First Supplemental Indenture,
the 9-3/8% Notes do not contain any provisions granting special rights
to the Holders thereof;
(xiv) with respect to the 9-3/8% Notes, there shall not be any
deletions from, modifications of or additions to the Events of Default
or covenants of the Company set forth in the Indenture;
(xv) the 9-3/8% Notes shall be issuable only as Registered
Securities without coupons and in book-entry form; the 9-3/8% Notes
shall not be Bearer Securities; the 9-3/8% Notes shall be issuable
initially by one or more global Securities in permanent global form
without coupons and deposited with and registered in the name of (or
in the name of the nominee of) The Depository Trust Company, New York,
New York, acting as the depositary for the 9-3/8% Notes (together with
any successor depositary, the "Depositary"); and the form of the
9-3/8% Notes is attached hereto as Exhibit A;
(xvi) the provisions of Sections 1402 and 1403 of the Indenture
shall apply to the 9-3/8% Notes without modification thereof;
3
(xvii) no portion of the 9-3/8% Notes is convertible into Common
Stock or Preferred Stock; and
(xviii) (a) the provisions of Sections 109, 110, 111 and 112 of
the Indenture shall not apply to the 9-3/8% Notes, and in lieu thereof
the provisions set forth below in Sections 3, 4, 5 and 6,
respectively, shall apply to the 9-3/8% Notes; (b) the provisions of
Articles Twelve and Thirteen and of Sections 307(b) and 308 of the
Indenture shall not apply to the 9-3/8% Notes; and (c) the additional
provisions set forth below in Sections 7 through 10 shall apply to the
9-3/8% Notes.
(b) In accordance with Section 301 of the Indenture, there is hereby
created a series of Securities under the Indenture with the following terms:
(i) the title of the Securities created hereby is the "8-7/8%
Senior Notes Due January 15, 2006";
(ii) the aggregate principal amount of the 8-7/8% Notes which may
be authenticated and delivered (except for 8-7/8% Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other 8-7/8% Notes pursuant to Sections 304, 305, 306 or
906 of the Indenture) is limited to $671,850,000;
(iii) the principal of the 8-7/8% Notes shall be payable on
January 15, 2006 unless earlier repaid in accordance with the
Indenture, as modified by this First Supplemental Indenture;
(iv) the 8-7/8% Notes shall accrue interest at the rate of 8-7/8%
per annum (computed on the basis of a 360-day year consisting of
twelve 30-day months), and interest on the 8-7/8% Notes will accrue
from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, or if no interest has
been paid, from July 15, 1997, as the case may be, and will be
payable in cash semi-annually in arrears on January 15 and July 15 of
each year (the "Interest Payment Dates"), commencing on January 15,
1998, to the Holders of record on the immediately preceding December
31 and June 30, respectively (the "Regular Record Dates"), until
principal thereof is paid or duly provided for. Interest on any
overdue principal or premium shall be payable on demand;
(v) the Place of Payment of the 8-7/8% Notes, and the place where
the 8-7/8% Notes may be surrendered for registration of transfer and
where the 8-7/8% Notes may be surrendered for exchange and where
notices or demands may be served to or upon the Company with respect
to the 8-7/8% Notes, shall be the Corporate Trust Office of the
Trustee in the City of Pittsburgh, Pennsylvania and at the office of
an affiliate of the Trustee in New York, New York, which office on
the date hereof is located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇;
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(vi) the 8-7/8% Notes will not be redeemable at the option of the
Company prior to January 15, 1999. On or after January 15, 1999, the
8-7/8% Notes will be redeemable at the option of the Company, in whole
at any time or in part from time to time, at the following prices
(expressed in percentages of the principal amount thereof) in Dollars,
if redeemed during the twelve months beginning January 15 of the years
indicated below, in each case together with interest accrued to the
Redemption Date (subject to the right of Holders of record on the
relevant Regular or Special Record Date to receive interest due on the
relevant Interest Payment Date):
Year Percentage
---- ----------
2001.......................... 103.32%
2002.......................... 102.21%
2003.......................... 101.11%
2004 and thereafter........... 100.00%
On and after the Redemption Date, interest will cease to accrue on the
8-7/8% Notes (or any portion thereof), if so called for redemption.
(vii) there shall be no sinking fund provided for the 8-7/8%
Notes;
(viii) the 8-7/8% Notes shall be issuable only in denominations
of $1,000 principal amount and any integral multiple thereof;
(ix) the Trustee shall act as Security Registrar and Paying Agent
with respect to the 8-7/8% Notes;
(x) payment of the principal of (and premium, if any) or interest
on the 8-7/8% Notes shall be denominated and payable only in Dollars;
(xi) no payment on the 8-7/8% Notes shall be determined with
reference to an index, formula or other such method;
(xii) no Additional Amounts shall be payable in respect of the
8-7/8% Notes;
(xiii) except as stated in this First Supplemental Indenture,
the 8-7/8% Notes do not contain any provisions granting special rights
to the Holders thereof;
(xiv) with respect to the 8-7/8% Notes, there shall not be any
deletions from, modifications of or additions to the Events of Default
or covenants of the Company set forth in the Indenture;
(xv) the 8-7/8% Notes shall be issuable only as Registered
Securities without coupons and in book-entry form; the 8-7/8% Notes
shall not be Bearer Securities; the 8-7/8% Notes shall be issuable
initially by one or more global Securities in permanent global form
without coupons and deposited with and registered in the name of (or
in the name of the nominee of) the Depositary; and the form of the
8-7/8% Notes is attached hereto as Exhibit B;
5
(xvi) the provisions of Sections 1402 and 1403 of the Indenture
shall apply to the 8-7/8% Notes without modification thereof;
(xvii) no portion of the 8-7/8% Notes is convertible into Common
Stock or Preferred Stock; and
(xviii) (a) the provisions of Sections 109, 110, 111, and 112 of
the Indenture shall not apply to the 8-7/8% Notes, and in lieu thereof
the provisions set forth below in Sections 3, 4, 5 and 6,
respectively, shall apply to the 8-7/8% Notes; (b) the provisions of
Articles Twelve and Thirteen and of Sections 307(b) and 308 of the
Indenture shall not apply to the 8-7/8% Notes; and (c) the additional
provisions set forth below in Sections 7 through 10 shall apply to the
8-7/8% Notes.
(c) All of the covenants, agreements and provisions of this First
Supplemental Indenture shall be deemed to be and construed as part of the
Indenture to the same extent as if fully set forth verbatim therein and shall be
fully enforceable in the manner provided in the Indenture. To the extent not
expressly amended or modified by this First Supplemental Indenture, the
Indenture shall remain in full force and effect.
3. Separability Clause. In case any provision in the Indenture, as
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modified by this First Supplemental Indenture, or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
4. Benefits of Indenture. Nothing in the Indenture, this First
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Supplemental Indenture or the Notes, express or implied, shall give to any
Person other than the parties hereto, any Security Registrar, any Paying Agent,
any Authenticating Agent, and their successors hereunder or thereunder and the
Holders of the Notes, any benefit or any legal or equitable right, remedy or
claim under the Indenture, this First Supplemental Indenture or the Notes. This
First Supplemental Indenture may not be used to interpret another indenture,
loan agreement or debt agreement of the Company or any of its Subsidiaries
(other than the Indenture). Any such indenture, loan or debt agreement may not
be utilized to interpret this First Supplemental Indenture.
5. Governing Law. The Indenture, as modified by this First Supplemental
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Indenture, and the Notes shall be governed by and construed in accordance with
the law of the State of New York without regard to the conflicts of laws
principles thereof. The Indenture, as modified by this First Supplement
Indenture, is subject to the provisions of the TIA that are required to be part
of the Indenture, as modified by this First Supplemental Indenture, and shall,
to the extent applicable, be governed by such provisions.
6. Legal Holidays. In any case where any Interest Payment Date,
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Redemption Date, Stated Maturity or Maturity of the Notes shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of the Indenture, as modified by this First Supplemental Indenture, or the
Notes) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity or
Maturity, provided that no interest shall accrue on
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6
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Stated Maturity or Maturity, as the case may be, to the date of
such payment.
7. Conflict with Trust Indenture Act. If any provision of the Indenture,
---------------------------------
as modified by the First Supplemental Indenture, limits, qualifies or conflicts
with a provision of the Trust Indenture Act that is required under such Act to
be part of and govern the Indenture, as modified by the First Supplemental
Indenture, the latter provision shall control. If any provision of the
Indenture, as modified by the First Supplemental Indenture, modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to the Indenture, as modified this
First Supplemental Indenture, as so modified or to be excluded, as the case may
be.
8. CUSIP Numbers. The Company in issuing the Notes may use "CUSIP"
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numbers (if then generally in use), and, if so, the Trustee shall use CUSIP
numbers in notices of redemption as a convenience to the Holders; provided that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers.
9. No Recourse Against Others. No recourse shall be had for the payment
--------------------------
of the principal of (or premium, if any) or interest, if any, on the Notes, the
Indenture or this First Supplemental Indenture, or any part hereof or thereof,
or for any claim based hereon or thereon or otherwise in respect hereof or
thereof, or of the indebtedness represented hereby or thereby, or upon any
obligation, covenant or agreement under the Notes, the Indenture or this First
Supplemental Indenture, against, and no personal liability whatsoever shall
attach to, or be incurred by, any incorporator, shareholder, officer or
director, as such, past, present or future, of (i) the Company or (ii) any
predecessor or successor corporation (either directly or through the Company
or a predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.
10. Counterparts. This instrument may be executed in any number of
------------
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
11. Effect of Headings. The section headings herein are for convenience
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only and shall not affect the construction hereof.
12. Effectiveness. This First Supplemental Indenture shall become
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effective in accordance with the provisions of Article Nine of the Indenture.
IN WITNESS WHEREOF, parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed, all as of the day and year first above written.
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[SEAL] WORLDCOM, INC.
By:________________________________
Title: Chief Financial Officer
[SEAL] MELLON BANK, N.A.
By:_________________________________
Title: Vice President
8
EXHIBIT A
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Form of Face of Security
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GLOBAL NOTE
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to WorldCom, Inc. (the
"Company") or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
WORLDCOM, INC.
9-3/8% Senior Note Due January 15, 2004
Principal Amount No._______________
$ CUSIP ____________
WORLDCOM, INC., a corporation duly organized and existing under the
laws of the State of Georgia (herein called the "Company," which term includes
any successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of _________ Dollars on January 15, 2004 (the
"Stated Maturity"), and to pay interest thereon from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from July 15, 1997, payable semiannually in arrears
on January 15 and July 15 in each year (each, an "Interest Payment Date"),
commencing on January 15, 1998, and at Maturity, at the rate of 9-3/8% per
annum, until the principal hereof is paid or duly provided for. Each payment of
interest in respect of an Interest Payment Date shall include interest accrued
through the day prior to such Interest Payment Date. The interest so payable,
and paid or duly provided for, on any Interest Payment Date shall, as provided
in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be December 31 or June 30 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency of the Company maintained for such purpose in the
City of New York, New York. Interest shall be computed on the basis of a 360-
day year consisting of twelve 30-day months.
Except as otherwise provided in the Indenture, any such interest not
so paid or duly provided for shall forthwith cease to be payable to the Holder
on the related Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful
A-1
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
If any Interest Payment Date, any Redemption Date, the Stated Maturity
or the Maturity shall not be a Business Day (as hereinafter defined), payment of
the amount due on this Note on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, such Redemption Date, the Stated Maturity or the
Maturity, as the case may be, to such Business Day.
Payment of the principal of (and premium, if any) and interest on this
Note at Maturity shall be made upon presentation hereof at the office or agency
of the Company, one of which will be maintained in Pittsburgh, Pennsylvania
(which initially will be the Corporate Trust Office of Mellon Bank, N.A. in
Pittsburgh, Pennsylvania) or at such other office or agency permitted under the
Indenture, including the office or agency of the Company maintained for such
purpose in the City of New York, New York. Payment of the principal of (and
premium, if any) and interest on this Note shall be payable in immediately
available funds; provided however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Payment of the
principal of (and premium, if any) and interest, if any, on this Note, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Interest payable on any Interest Payment Date will be
paid to DTC, Euroclear and/or CEDEL, as the case may be, with respect to the
portion of this Note held for its account by Cede & Co. or a successor
depositary, as the case may be, for the purpose of permitting such party to
credit the interest received by it in respect of this Note to the accounts of
the beneficial owners hereof.
This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 9-3/8% Senior Notes Due
January 15, 2004 limited to the aggregate principal amount of $686,398,000
(herein called the "Notes" or the "Securities"), issued under an Indenture
dated as of March 1, 1997 (such Indenture as originally executed and delivered
and as supplemented by the First Supplemental Indenture dated _____________,
1997 being herein called the "Indenture") from the Company to Mellon Bank
N.A., as trustee (herein called the "Trustee," which term includes any
successor trustees under the Indenture), to which Indenture, all indentures
supplemental thereto and all Board Resolutions relating thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. All capitalized terms used in this Note which
are not defined herein shall have the meaning assigned to them in the
Indenture.
This Note shall not be redeemable at the option of the Company prior
to January 15, 1999. On or after January 15, 1999, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time,
at the following prices (expressed in percentages of the principal amount
thereof), if redeemed during the twelve months beginning January 15 of the years
indicated below, in each case together with interest accrued to the
A-2
Redemption Date (subject to the right of Holders of record on the relevant
Regular or Special Record Date to receive interest due on the relevant Interest
Payment Date):
Year Percentage
---- ----------
1999.......................... 103.52%
2000.......................... 102.34%
2001.......................... 101.17%
2002 and thereafter........... 100.00%
Notice of redemption shall be given by mail to Holders of the Notes, not less
than 30 days nor more than 60 days prior to the Redemption Date, all as provided
in the Indenture. As provided in the Indenture, on or prior to the Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, the
Notes to be redeemed on such date. In the event of redemption of this Note in
part only, a new Note or Notes, of like tenor, for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the surrender hereof, all
as provided in the Indenture. On and after the Redemption Date, interest will
cease to accrue on this Note (or any portion thereof) if so called for
redemption.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which provisions shall for all purposes have the same effect
as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
WORLDCOM, INC.
Attested:
By:__________________________
President and Chief Executive Officer
________________________
Secretary
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
Dated: ____________________, 1997 MELLON BANK, N.A., as Trustee
By:__________________________
Authorized Representative
A-3
Reverse Of Note
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WORLDCOM, INC.
9-3/8% Senior Note Due January 15, 2004
If an Event of Default with respect to Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in any
manner and with the effect provided in the Indenture.
The Notes do not have the benefit of any sinking fund obligations and
do not provide for repayment at the option of the Holders.
The Company's obligations under this Note and under the covenants
provided in the Indenture are subject to defeasance and discharge as provided in
the Indenture.
The Indenture permits, with certain exceptions as thereby provided,
the Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than a majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities then Outstanding, on
behalf of the Holders of all Securities affected thereby, to waive certain past
defaults by the Company under the Indenture and their consequences. In
addition, without the consent of any Holder of a Security, the Indenture and the
Securities may be amended and supplemented to cure any defect, ambiguity or
inconsistency, make other changes which will not adversely affect in any
material respect the rights of the Holders or certain other matters specified in
the Indenture. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee, or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after
A-4
the respective due dates expressed herein (or, in the case of redemption, on or
after the Redemption Date).
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the
case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except as provided below, an owner of a beneficial
interest in a global Note will not be entitled to have Notes represented by such
global Note registered in such owner's name, will not receive or be entitled to
receive physical delivery of the Notes in certificated form and will not be
considered the owner or Holder thereof under the Indenture. Each person owning
a beneficial interest in a global Note must rely on DTC's procedures and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a Holder under
the Indenture. If the Company requests any action of Holders or if an owner of
a beneficial interest in a global Note desires to take any action that a Holder
is entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.
If at any time DTC notifies the Company that it is unwilling or unable
to continue as depository for the global Note or Notes or if at any time DTC
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such global Note or Notes.
If (x) a successor depository for such global Note or Notes is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
A-5
exchanged, such permanent global Note shall be surrendered for exchange
by DTC or such other depository as the Company shall specify to the Trustee;
provided, however, that no such exchanges may occur during a period beginning at
--------- --------
the opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in this Note in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this Note or in the
Indenture, means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in that Place of Payment
or particular location are authorized or required by law, regulation or
executive order to be closed.
The Company may cause CUSIP numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy
of such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.
This Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.
No recourse shall be had for the payment of the principal of (or
premium, if any) or interest, if any, on this Note, or any part hereof, or for
any claim based hereon or otherwise in respect hereof, or of the indebtedness
represented hereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, as such,
past, present or future, of (i) the Company or (ii) any predecessor or
successor corporation (either directly or through the Company or a predecessor
or successor corporation), whether by virtue of any constitutional provision,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that the Indenture and all
of the Notes are solely corporate obligations and that any such personal
liability is hereby expressly waived and released as a condition of, and as
part of the consideration for, the execution of the Indenture and the issuance
of the Notes.
A-6
EXHIBIT B
---------
Form of Face of Security
------------------------
GLOBAL NOTE
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to WorldCom, Inc. (the
"Company") or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
WORLDCOM, INC.
8-7/8% Senior Note Due January 15, 2006
Principal Amount No._______________
$ CUSIP_____________
WORLDCOM, INC., a corporation duly organized and existing under the
laws of the State of Georgia (herein called the "Company," which term includes
any successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of _________________________ Dollars on January 15, 2006 (the
"Stated Maturity"), and to pay interest thereon from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from July 15, 1997, payable semiannually in
arrears on January 15 and July 15 in each year (each, an "Interest Payment
Date"), commencing on January 15, 1998 and at Maturity, at the rate of 8-7/8%
per annum, until the principal hereof is paid or duly provided for. Each
payment of interest in respect of an Interest Payment Date shall include
interest accrued through the day prior to such Interest Payment Date. The
interest so payable, and paid or duly provided for, on any Interest Payment Date
shall, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be December
31 or June 30 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date, at the office or agency of the Company
maintained for such purpose in the City of New York, New York. Interest shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Except as otherwise provided in the Indenture, any such interest not
so paid or duly provided for shall forthwith cease to be payable to the Holder
on the related Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may
B-1
be listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
If any Interest Payment Date, any Redemption Date, the Stated Maturity
or the Maturity shall not be a Business Day (as hereinafter defined), payment of
the amount due on this Note on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, such Redemption Date, the Stated Maturity or the
Maturity, as the case may be, to such Business Day.
Payment of the principal of (and premium, if any) and interest on this
Note at Maturity shall be made upon presentation hereof at the office or agency
of the Company, one of which will be maintained in Pittsburgh, Pennsylvania
(which initially will be the Corporate Trust Office of Mellon Bank, N.A. in
Pittsburgh, Pennsylvania) or at such other office or agency permitted under the
Indenture, including the office or agency of the Company maintained for such
purpose in the City of New York, New York. Payment of the principal of (and
premium, if any) and interest on this Note shall be payable in immediately
available funds; provided however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register. Payment of the
principal of (and premium, if any) and interest, if any, on this Note, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Interest payable on any Interest Payment Date will be
paid to DTC, Euroclear and/or CEDEL, as the case may be, with respect to the
portion of this Note held for its account by Cede & Co. or a successor
depositary, as the case may be, for the purpose of permitting such party to
credit the interest received by it in respect of this Note to the accounts of
the beneficial owners hereof.
This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 8-7/8% Senior Notes Due January
15, 2006 limited to the aggregate principal amount of $671,850,000 (herein
called the "Notes" or the "Securities"), issued under an Indenture dated as of
March 1, 1997 (such Indenture as originally executed and delivered and as
supplemented by the First Supplemental Indenture dated _____________, 1997
being herein called the "Indenture") from the Company to Mellon Bank N.A., as
trustee (herein called the "Trustee," which term includes any successor
trustees under the Indenture), to which Indenture, all indentures supplemental
thereto and all Board Resolutions relating thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. The acceptance of this Note shall be deemed to constitute the
consent and agreement of the Holder hereof to all of the terms and provisions
of the Indenture. All capitalized terms used in this Note which are not
defined herein shall have the meaning assigned to them in the Indenture.
This Note shall not be redeemable at the option of the Company prior
to January 15, 2001. On or after January 15, 2001, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time,
at the following prices (expressed in percentages of the principal amount
thereof), if redeemed during the twelve months beginning January 15 of the years
indicated below, in each case together with interest accrued to the Redemption
Date (subject to the right of Holders of record on the relevant Regular or
Special Record Date to
B-2
receive interest due on the relevant Interest Payment Date):
Year Percentage
---- ----------
2001.......................... 103.32%
2002.......................... 102.21%
2003.......................... 101.11%
2004 and thereafter........... 100.00%
Notice of redemption shall be given by mail to Holders of the Notes,
not less than 30 days nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture. As provided in the Indenture, on or prior to the
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
the Notes to be redeemed on such date. In the event of redemption of this Note
in part only, a new Note or Notes, of like tenor, for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the surrender
hereof, all as provided in the Indenture. On and after the Redemption Date,
interest will cease to accrue on this Note (or any portion thereof) if so called
for redemption.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which provisions shall for all purposes have the same effect
as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
WORLDCOM, INC.
Attested:
By:__________________________
President and Chief Executive Officer
________________________
Secretary
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
Dated: ____________________, 1997 MELLON BANK, N.A., as Trustee
By:__________________________
Authorized Representative
B-3
Reverse Of Note
---------------
WORLDCOM, INC.
8-7/8% Senior Note Due January 15, 2006
If an Event of Default with respect to Notes shall occur and be
continuing, the principal of all Notes may be declared due and payable in any
manner and with the effect provided in the Indenture.
The Notes do not have the benefit of any sinking fund obligations and
do not provide for repayment at the option of the Holders.
The Company's obligations under this Note and under the covenants
provided in the Indenture are subject to defeasance and discharge as provided in
the Indenture.
The Indenture permits, with certain exceptions as thereby provided,
the Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than a majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities then Outstanding, on
behalf of the Holders of all Securities affected thereby, to waive certain past
defaults by the Company under the Indenture and their consequences. In
addition, without the consent of any Holder of a Security, the Indenture and the
Securities may be amended and supplemented to cure any defect, ambiguity or
inconsistency, make other changes which will not adversely affect in any
material respect the rights of the Holders or certain other matters specified in
the Indenture. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee, or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after
B-4
the respective due dates expressed herein (or, in the case of redemption, on or
after the Redemption Date).
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Note at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the
case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except as provided below, an owner of a beneficial
interest in a global Note will not be entitled to have Notes represented by such
global Note registered in such owner's name, will not receive or be entitled to
receive physical delivery of the Notes in certificated form and will not be
considered the owner or Holder thereof under the Indenture. Each person owning
a beneficial interest in a global Note must rely on DTC's procedures and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a Holder under
the Indenture. If the Company requests any action of Holders or if an owner of
a beneficial interest in a global Note desires to take any action that a Holder
is entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.
If at any time DTC notifies the Company that it is unwilling or unable
to continue as depository for the global Note or Notes or if at any time DTC
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such global Note or Notes.
If (x) a successor depository for such global Note or Notes is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
B-5
exchanged, such permanent global Note shall be surrendered for exchange
by DTC or such other depository as the Company shall specify to the Trustee;
provided, however, that no such exchanges may occur during a period beginning at
--------- --------
the opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in this Note in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this Note or in the
Indenture, means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in that Place of Payment
or particular location are authorized or required by law, regulation or
executive order to be closed.
The Company may cause CUSIP numbers to be printed on the Notes as a
convenience to Holders of Notes. No representation is made as to the accuracy
of such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.
This Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.
No recourse shall be had for the payment of the principal of (or
premium, if any) or interest, if any, on this Note, or any part hereof, or for
any claim based hereon or otherwise in respect hereof, or of the indebtedness
represented hereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, as such, past,
present or future, of the Company or of any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all of the Notes
are solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the Notes.
B-6
