Amendment and Replacement Agreement to Promissory Note between WorldCom, Inc. and Bernard J. Ebbers (April 29, 2002)

Summary

WorldCom, Inc. and Bernard J. Ebbers agree that a new promissory note dated April 29, 2002, replaces all previous promissory notes referenced in their earlier agreement from April 2, 2002. The new note is now the operative document, and any default under it will be treated as a breach under the original agreement. The agreement is governed by Mississippi law, and both parties consent to the jurisdiction of Mississippi courts for any disputes.

EX-10.4 6 a2079976zex-10_4.txt EXHIBIT 10.4 Exhibit 10.4 April 29, 2002 Bernard J. Ebbers 500 Clinton Center Drive Clinton, MS 39056 Dear Bernie: Reference is made to our letter agreement dated April 2, 2002 (the "Letter Agreement"). Unless otherwise defined, terms defined in the Letter Agreement and used herein shall have the meanings given to them therein. The Company and you (the "Parties") agree that the promissory note dated April 29, 2002 made by you and payable to the order of the Company (the "New Promissory Note") hereby replaces each of the Promissory Notes referred to in the Letter Agreement. The New Promissory Note is hereby deemed to be the Promissory Note referred to in the Letter Agreement. The Parties further agree that an event of default under the New Promissory Note constitutes a breach of the Promissory Note for purposes of the Letter Agreement. This letter agreement shall be interpreted and the rights and liabilities of the Parties hereto shall be determined in accordance with the internal laws (as opposed to the conflicts of law provisions) and decisions of the State of Mississippi and you hereby consent to the jurisdiction of the courts of or in the State of Mississippi in connection with any dispute, controversy, action or other matter relating to or arising out of this letter agreement. The provisions of the second, third, fourth, fifth, sixth and seventh sentences of Section 6 of the Letter Agreement shall apply to this letter agreement as though it were the "Agreement" as referenced therein. WorldCom, Inc. By: /s/ John W. Sidgmore ------------------------------------- John W. Sidgmore President and Chief Executive Officer Acknowledged and agreed as of the date first above written. /s/ Bernard J. Ebbers ----------------------------------------- Bernard J. Ebbers