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EXHIBIT 4.8
SUPPLEMENTAL INDENTURE NO. 3
TO THE
JUNIOR SUBORDINATED INDENTURE
DATED AS OF MAY 29, 1996,
BETWEEN
MCI COMMUNICATIONS CORPORATION
AND
WILMINGTON TRUST COMPANY, TRUSTEE
FOR
JUNIOR SUBORDINATED DEBT SECURITIES
THIS SUPPLEMENTAL INDENTURE NO. 3 ("Supplemental Indenture No. 3") to
the Junior Subordinated Indenture, dated as of May 29, 1996 (including this
Supplemental Indenture No. 3 and all other indentures supplemental thereto, the
"Indenture"), between MCI Communications Corporation, a Delaware corporation and
wholly-owned subsidiary of the Guarantor (as hereinafter defined) ("MCI" or the
"Company") (formerly known as TC Investments Corp.), with an office at 1801
Pennsylvania Avenue, N.W., Washington, D.C. 20006, and Wilmington Trust Company,
a Delaware banking corporation duly organized and existing under the laws of the
State of Delaware, as trustee under the Indenture (the "Trustee"), is entered
into as of November 12, 1998, by and among the Trustee, MCI and MCI WORLDCOM,
Inc., a Georgia corporation ("MCI WorldCom" or the "Guarantor").
WHEREAS, the Indenture provides for the issuance of unsecured
subordinated debt securities (the "Securities") of MCI from time to time in one
or more series; and
WHEREAS, the First Supplemental Indenture, dated as of May 29, 1996,
provides for the establishment of a series of Securities known as the 8.00%
Junior Subordinated Deferrable Interest Debentures, Series A (the "Debentures");
and
WHEREAS, MCI Capital I, a Delaware statutory business trust (the
"Trust"), has issued $750,000,000 aggregate liquidation amount of its 8.00%
Cumulative Quarterly Income Preferred Securities, Series A (the "Preferred
Securities"), representing undivided beneficial interests in the assets of the
Trust, to the public, and $23,195,000 aggregate liquidation amount of its Common
Securities to MCI, and has invested the proceeds of such
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issuance in $773,195,000 aggregate principal amount of the Debentures; and
WHEREAS, pursuant to Supplemental Indenture No. 2 to the Indenture, the
Company assumed the due and punctual payment of the principal of (and premium,
if any) and interest (including any Additional Interest) on all the Securities
and the performance of certain covenants more specifically described therein;
and
WHEREAS, the Guarantor desires, as of the date hereof, to
unconditionally and irrevocably guarantee, on a subordinated basis, the full and
punctual payment of principal of (and premium, if any), and interest (including
any Additional Interest) on the Securities when due (after the passing of any
applicable cure periods available to the Company), whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under the Indenture (including obligations to the Trustee) and the
Securities, and the full and punctual performance within applicable grace
periods of all other obligations of the Company under the Indenture and the
Securities; and
WHEREAS, Section 901(7) of the Indenture allows the Company and the
Trustee to enter into one or more indentures supplemental thereto, without the
consent of any Holders, provided that such action shall not materially adversely
affect the interest of the Holders of the Debentures or the holders of the
Preferred Securities;
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein and other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree to amend the
Indenture as follows:
ARTICLE I. The following sections of this Supplemental Indenture
No. 3 supplement the Indenture with respect to the Securities
issued thereunder:
Section 1. Definitions. (a) Article I, Section 101 of
the Indenture is hereby supplemented, to add the following
definitions:
"Guarantee" shall have the meaning ascribed thereto in
Section 2 hereof.
"Guarantee Payment" shall have the meaning ascribed thereto in Section
2 hereof.
"Guarantor" means MCI WORLDCOM, Inc., a Georgia corporation, formerly
known as WorldCom, Inc.
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"Guarantor Senior Debt" means the principal of (and premium, if any)
and interest, if any (including, without limitation, interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Guarantor whether or not such claim for post-petition interest is allowed in
such proceeding), on Debt of the Guarantor, whether incurred on or prior to the
date of this Supplemental Indenture No. 3 or thereafter incurred, unless, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is expressly provided that such obligations are not superior in
right of payment to the Securities or to other Debt of the Guarantor which is
pari passu with, or subordinated to, the Securities, provided, however, that
Guarantor Senior Debt shall not be deemed to include (a) any Debt of the
Guarantor which, when incurred and without respect to any election under Section
1111(b) of the Bankruptcy Reform Act of 1978, was without recourse to the
Guarantor, (b) any Debt of the Guarantor to any of its Subsidiaries, other than
Debt to a Subsidiary the proceeds of which the Guarantor used to pay Guarantor
Senior Debt (c) any Debt to any employee of the Guarantor, (d) any liability for
taxes, or (e) any Debt or other monetary obligations to trade creditors created
or assumed by the Guarantor or any of its Subsidiaries in the ordinary course of
business in connection with the obtaining of goods, materials or services.
Section 2. The Guarantee. (a) The Guarantor irrevocably and
unconditionally guarantees, on a subordinated basis as set forth herein (the
"Guarantee") to each Holder of Securities and to the Trustee and its successors
and assigns, (i) the full and punctual payment of principal of (and premium, if
any) and interest (including any Additional Interest), on the Securities when
due (after the passing of any applicable cure periods available to the Company),
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under the Indenture (including obligations
to the Trustee) and the Securities (any such payment, a "Guarantee Payment") and
(ii) the full and punctual performance within applicable grace periods of all
other obligations of the Company under the Indenture and the Securities.
(b) The Guarantor further agrees that the Guarantee constitutes a
guarantee of payment, performance and compliance and not merely of collection.
(c) The obligations of the Guarantor to make any payment hereunder may
be satisfied by causing the Company to make such payment.
(d) The Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder of
Securities in enforcing any of their respective rights under the Guarantee.
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Section 3. Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of the Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first against the Trustee, the Company or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.
Section 4. Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under the Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:
(a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Company of any express or implied
agreement, covenant, term or condition under the Indenture relating to the
Securities to be performed or observed by the Company;
(b) the extension of time for the payment by the Company of
all or any portion of (i) any payment of principal of (and premium, if any) or
interest (including any Additional Interest) on the Securities when due, whether
at maturity, by acceleration, by redemption or otherwise, or any other monetary
obligation of the Company under the Indenture (including obligations to the
Trustee) and the Securities, or (ii) the extension of time for the full and
punctual performance within applicable grace periods of all other obligations of
the Company under the Indenture and the Securities;
(c) any failure, omission, delay or lack of diligence on the
part of the Holders of the Securities or the Trustee to enforce, assert or
exercise any right, privilege, power or remedy conferred on the Holders of the
Securities or the Trustee pursuant to the terms of the Indenture or the
Securities, or any action on the part of the Company granting indulgence or
extension of any kind;
(d) voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Company or any of the assets of
the Company;
(e) any invalidity of, or defect or deficiency in, the
Securities or the Indenture,
(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 4 that the
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obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.
There shall be no obligation of the Holders of the Securities or the
Trustee to give notice to, or obtain the consent of, the Guarantor with respect
to the happening of any of the foregoing.
Section 5. (a) Collection of Guarantee and Suits for Enforcement by
Trustee. The Guarantor covenants that if any Guarantee Payment is due and
payable, the Guarantor will, upon demand of the Trustee, pay to the Trustee (or
cause the Company to pay to the Trustee), for the benefit of the Holders and the
Trustee the whole amount of such Guarantee Payment then due and payable.
If the Guarantor fails to pay (or cause the Company to pay)
such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Guarantor and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Guarantor, whenever situated.
If any Guarantee Payment is due and payable, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.
(b) Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Guarantor (any such event being hereinafter referred
to as a "Guarantor Proceeding"), unless, in the event such proceeding is
involuntary, the petition instituting the same is dismissed within 60 days after
its filing,
(i) the Trustee (irrespective of whether any
Guarantee Payment shall then be due and payable and
irrespective of whether the Trustee shall have made any demand
on the Guarantor for the payment of any overdue Guarantee
Payment) shall be entitled and empowered, by intervention in
any such Guarantor Proceeding or otherwise,
(A) to file and prove a claim for the whole
amount of principal (and premium, if any) and
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interest (including any Additional Interest) owing
and unpaid in respect to the Securities and to file
such other papers or documents as may be necessary or
advisable and to take any and all actions as are
authorized under the Trust Indenture Act in order to
have the claims of the Holders and any predecessor to
the Trustee under Section 607 of the Indenture and of
the Holders allowed in any such judicial proceedings;
and
(B) in particular, the Trustee shall be
authorized to collect and receive any moneys or other
property payable or deliverable on any such claims
and to distribute the same in accordance with Section
506 of the Indenture; and
(ii) any custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any
such Guarantor Proceeding is hereby authorized by each Holder
to make such payments to the Trustee for distribution in
accordance with Section 506 of the Indenture, and in the event
that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due
to it and any predecessor Trustee under Section 607 of the
Indenture.
Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any Guarantor Proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.
(c) Unconditional Right of Holders and Trustee to Receive
Guarantee Payments. Notwithstanding any other provision in the Indenture, the
Holder of any Security and the Trustee shall have the right, which is absolute
and unconditional, to receive any Guarantee Payments due to them pursuant to
Article I, Section 2 of this Supplemental Indenture No. 3, and to institute suit
for the enforcement of any such Guarantee Payment, and such right shall not be
impaired without the consent of the Trustee or such Holder. In the case of
Securities of a series issued to an MCI Trust, any holder of the corresponding
series of Preferred Securities shall have the right to institute a proceeding
directly against the Guarantor for enforcement of payment to such Holder of any
such Guarantee Payments due on Securities having a principal amount equal to the
aggregate liquidation preference of the Preferred Securities of the
corresponding series held by such Holder.
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(d) Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under the
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case the Company, the Guarantor, the Trustee and the Holders shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Company, the Guarantor, the Trustee and the Holders shall
continue as though no such proceeding had been instituted.
(e) Delay or Omission Not Waiver. Except as otherwise provided
in the last paragraph of Section 306 of the Indenture, no delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy
with respect to any Guarantee Payments due them hereunder shall impair any such
right or remedy or constitute a waiver of their right to receive such Guarantee
Payment or an acquiescence therein.
Every right and remedy given by Article Five of the Indenture,
by this Supplemental Indenture No. 3 or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.
(f) Waiver of Usury, Stay or Extension Laws. The
Guarantor covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at the time hereafter in force, which may affect the covenants or the
performance of the Indenture; and the Guarantor (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
Section 6. Subordination. (a) Guarantee Subordinate to
Guarantor Senior Debt. The Guarantee is hereby expressly
subordinated in right of payment to the prior payment in full of
all Guarantor Senior Debt, and such subordination is for the
benefit of the holders of such Guarantor Senior Debt.
(b) Payment Over of Proceeds Upon Dissolution, Etc. In
case of the pendency of any Guarantor Proceeding, the holders of Guarantor
Senior Debt shall be entitled to receive payment in full of principal of (and
premium, if any) and interest, if any, on such Guarantor Senior Debt, or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Guarantor Senior Debt,
before any payment is made in respect of the Guarantee.
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In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment of the Guarantor in respect of the Guarantee, before all Guarantor
Senior Debt is paid in full or payment thereof is provided for in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Guarantor
Senior Debt, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Guarantor for application to the payment of all
Guarantor Senior Debt remaining unpaid, to the extent necessary to pay all
Guarantor Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Guarantor Senior Debt.
(c) Prior Payment of Guarantor Senior Debt Upon Acceleration of
Securities. In the event that any payments are due pursuant to the Guarantee,
then and in such event the holders of the Guarantor Senior Debt shall be
entitled to receive payment in full of all amounts due on or in respect of such
Guarantor Senior Debt (including any amounts due upon acceleration or
otherwise), or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Guarantor
Senior Debt, before any payments are made on account of the Guarantee.
In the event that, notwithstanding the foregoing, the Guarantor shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 6(c), and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Guarantor.
The provisions of this Section 6(c) shall not apply to any payment with
respect to which Section 6(b) of Article I of this Supplemental Indenture No. 3
would be applicable.
(d) No Payment When Guarantor Senior Debt in Default. (i) In the event
and during the continuation of any default in the payment of principal of (or
premium, if any) or interest on any Guarantor Senior Debt, or in the event that
any event of default with respect to any Guarantor Senior Debt shall have
occurred and be continuing and shall have resulted in such Guarantor Senior Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (ii) in the event any
judicial proceeding shall be pending with respect to any default in payment or
such event of default, then no
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payment shall be made by the Guarantor on account of the Guarantee.
In the event that, notwithstanding the foregoing, the Guarantor shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 6(d), and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Guarantor.
The provisions of this Section 6(d) shall not apply to any payment with
respect to which Section 6(b) of Article I of this Supplemental Indenture No. 3
would be applicable.
(e) Payment Permitted If No Default. Nothing contained in this Section
6 or elsewhere in the Indenture or in any of the Securities shall prevent (i)
the Guarantor, at any time except during the pendency of any Guarantor
Proceeding referred to in Section 6(b) of Article I of this Supplemental
Indenture No. 3 or under the conditions described in Sections 6(c) and 6(d) of
Article I of this Supplemental Indenture No. 3, from making payments at any time
in respect of this Guarantee, or (ii) the application by the Trustee of any
money or Government Obligations deposited with it hereunder to the payment of or
on account of the Guarantee or the retention of such payment by the Holders if,
at the time of such application by the Trustee, it did not have knowledge that
such payment would have been prohibited by the provisions of this Section 6.
(f) Subrogation to Rights of Holders of Guarantor Senior Debt. Subject
to the payment in full of all Guarantor Senior Debt, or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Guarantor Senior Debt, the Trustee and the Holders of the Securities
shall be subrogated to the extent of the payments or distributions made to the
holders of such Guarantor Senior Debt pursuant to the provisions of this Section
6 (equally and ratably with the holders of all indebtedness of the Guarantor
which by its express terms is subordinated to Guarantor Senior Debt to
substantially the same extent as the Guarantee is subordinated to the Guarantor
Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Guarantor Senior Debt) to the
rights of the holders of such Guarantor Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Guarantor
Senior Debt until the Guarantee payments due hereunder shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders of
the Guarantor Senior Debt of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Section 6, and no payments over pursuant to the provisions of
this Section 6 to the holders of Guarantor Senior Debt by Holders of the
Securities or the Trustee, shall,
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as among the Guarantor, its creditors other than holders of Guarantor Senior
Debt, and the Holders of the Securities and the Trustee, be deemed to be a
payment or distribution by the Guarantor to or on account of the Guarantor
Senior Debt.
(g) Provisions Solely to Define Relative Rights. The provisions of this
Section 6 are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities and the Trustee on the one hand and the
holders of Guarantor Senior Debt on the other hand. Nothing contained in this
Section 6 or elsewhere in the Indenture or in the Securities is intended to or
shall (i) impair, as between the Guarantor and the Holders of the Securities and
the Trustee, the obligations of the Guarantor, which are absolute and
unconditional, to pay to the Holders of the Securities and the Trustee, all
Guarantee Payments due pursuant to Section 2 of this Supplemental Indenture No.
3 or (ii) affect the relative rights against the Guarantor of the Holders of the
Securities or the Trustee and creditors of the Guarantor other than their rights
in relation to the holders of Guarantor Senior Debt; or (iii) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Supplemental Indenture No.
3, including, without limitation, filing and voting claims in any Guarantor
Proceeding, subject to the rights, if any, under this Section 6 of the holders
of Guarantor Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.
(h) Trustee to Effectuate Subordination. Each Holder of a Security by
his or her acceptance thereof authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination provided in this Section 6 and appoints the Trustee
his or her attorney-in-fact for any and all such purposes.
(i) No Waiver of Subordination Provisions. No right of any present or
future holder of any Guarantor Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Guarantor or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Guarantor with
the terms, provisions and covenants of this Section 6, regardless of any
knowledge thereof that any such holder may have or be otherwise charged with.
(j) Notice to Trustee. The Guarantor shall give prompt written notice
to the Trustee of any fact known to the Guarantor which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantee.
Notwithstanding the provisions of this Section 6 or any other provision of the
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of this Guarantee, unless and until the Trustee shall have received
written notice thereof
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from the Guarantor or a holder of Guarantor Senior Debt or from any trustee,
agent or representative therefor (whether or not the facts contained in such
notice are true); provided, however, that if the Trustee shall not have received
the notice provided for in this Section 6(j) at least two Business Days prior to
the date upon which by the terms hereof any monies may become payable under the
Guarantee, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it within two Business
Days prior to such date.
(k) Reliance on Judicial Order or Certificate of Liquidating Agent.
Upon any payment or distribution of assets of the Guarantor referred to in this
Section 6, the Trustee, subject to the provisions of Article Six of the
Indenture, and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Guarantor
Senior Debt and other indebtedness of the Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Section 6.
(l) Trustee Not Fiduciary for Holders of Guarantor Senior Debt. The
Trustee, in its capacity as trustee under the Indenture, shall not be deemed to
owe any fiduciary duty to the holders of Guarantor Senior Debt and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Guarantor or to any other Person
cash, property or securities to which any holders of Guarantor Senior Debt shall
be entitled by virtue of this Section 6.
(m) Rights of Trustee as Holder of Guarantor Senior Debt; Preservation
of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Section 6 with respect to any Guarantor Senior
Debt which may at any time be held by it, to the same extent as any other holder
of Guarantor Senior Debt, and nothing in the Indenture shall deprive the Trustee
of any of its rights as such holder.
(n) Section 6 of Supplemental Indenture No. 3 Applicable to Paying
Agent. In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting under the Indenture, the term
"Trustee" as used in this Section 6 shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
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Agent within its meaning as fully for all intents and purposes as if such Paying
Agent were named in this Section 6 in addition to or in place of the Trustee.
Section 7. Successors and Assigns of Guarantor. All guarantees and
agreements of the Guarantor contained in this Indenture shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor.
In the event that the Guarantor shall assign its obligations contained in this
Indenture, the Guarantor shall be discharged from all obligations and covenants
under the Indenture and the Securities to the fullest extent permitted by law.
ARTICLE II. Section 704 of the Indenture is hereby deleted in
its entirety and the following paragraph is hereby substituted in
lieu thereof:
SECTION 704. Reports by Company or Guarantor.
The Company or the Guarantor shall file with the Trustee and with
the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act; provided, that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is required to be filed with the Commission. Notwithstanding that
the Guarantor may not be required to remain subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Guarantor shall continue to file with the Commission and provide the Trustee
with the annual reports and the information, documents and other reports which
are specified in Sections 13 and 15(d) of the Securities Exchange Act of 1934.
The Guarantor also shall comply with the other provisions of Trust Indenture Act
Section 314(a).
ARTICLE III. Except as is expressly set forth herein, nothing in this
Supplemental Indenture No. 3 is intended to impose any restrictions or
obligations on the Guarantor, or to create any Events of Default, including,
without limitation, (i) any restrictions on the Guarantor's ability to pay
dividends on or repurchase its securities, or (ii) any Event of Default upon a
Guarantor Proceeding.
ARTICLE IV. Miscellaneous Provisions.
Section 1. Capitalized terms used but not otherwise defined
in this Supplemental Indenture No. 3 shall have the meanings ascribed thereto in
the Indenture. The Article and Section headings herein are for convenience only
and shall not affect the construction hereof. This Supplemental Indenture No. 3
may be executed in counterparts.
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Section 2. THIS SUPPLEMENTAL INDENTURE NO. 3 SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 3 to be duly executed, as of the day and year first above written.
WILMINGTON TRUST COMPANY, as
Trustee
By: /s/ JAMES P. LAWLER
---------------------------------
name: James P. Lawler
title: Vice President
MCI WORLDCOM, INC.
By: /s/ SCOTT D. SULLIVAN
---------------------------------
name: Scott D. Sullivan
title: Chief Financial Officer
MCI COMMUNICATIONS CORPORATION
By: /s/ SCOTT D. SULLIVAN
---------------------------------
name: Scott D. Sullivan
title: Chief Financial Officer
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