Exhibit 10.59



AMENDMENT NO. 7



TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT



AMENDMENT NO. 7 dated as of October 24, 2003 (this Amendment No. 7) to the Credit Agreement (as defined below) among WORLDCOM,
INC., a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, as borrower (the Borrower), each of the Guarantors party to the Credit Agreement, each a debtor and debtor-in-possession in
a case pending under chapter 11 of the Bankruptcy Code, as guarantors (the Guarantors), each of the Lenders (as defined in the Credit Agreement) party hereto, and CITICORP USA, INC., as administrative agent (the
Administrative Agent). Capitalized terms defined in the Credit Agreement and not otherwise defined herein being used herein as therein defined.



PRELIMINARY STATEMENTS:



(1) The Borrower, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Senior Secured Superpriority
Debtor-In-Possession Credit Agreement dated as of October 15, 2002, amended by Amendment No. 1 dated as of October 30, 2002, modified by Waiver No. 2 dated as of December 30, 2002, amended by Amendment No. 3 dated January 31, 2003, amended by
Amendment No. 4 dated March 24, 2003, modified by Waiver No. 5 dated June 10, 2003 and amended and otherwise modified by Amendment, Waiver and Consent No. 6 dated as of August 22, 2003 (as otherwise amended or modified through the date hereof, the
Credit Agreement) among the Borrower, the Guarantors, the Lender Parties party thereto, the Administrative Agent, Citibank, N.A., as Initial L/C Issuer, J.P. Morgan Securities Inc., as Syndication Agent, Joint Lead Arranger
and Joint Bookrunner, Salomon Smith Barney Inc. as Joint Lead Arranger and Joint Bookrunner, General Electric Capital Corporation, as Documentation Agent and Collateral Monitoring Agent for the Lender Parties and the other Secured Parties, GECC
Capital Markets Group, Inc., as Joint Lead Arranger, and The CIT Group/Business Credit, Inc. and Foothill Capital Corporation, as co-documentation agents.



(2) The Borrower and the Guarantors have requested that the Lenders agree to, and the Lenders are willing to, amend certain provisions of the Credit
Agreement on the terms and conditions set forth in this Amendment No. 7.



NOW, THEREFORE, it is hereby agreed as follows:



SECTION 1. Amendment. Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows:



(a) Section 5.02(h) is amended by (i) replacing the word and immediately preceding clause (xiv) thereof with a comma, (ii)
adding , and immediately prior to the period at the end of clause (xiv) thereof and (iii) inserting a new clause (xv) immediately preceding the period at the end of the first sentence thereof to read as follows:



(xiv) Investments by Subsidiaries that are not, and are not required
to become, Loan Parties, so long as no Investment is made, or Obligation incurred, in each case, by any Loan Party in connection therewith or relating thereto.; and





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(b) Schedule 4.01 is amended by adding thereto the following Subsidiaries (and
information related thereto), to appear in proper alphabetical order:



|          |  |                                         |  |                                         |  |              |  |                             
|--------- |  | --------------------------------------- |  | --------------------------------------- |  | ------------ |  | ----------------------------
|LoanParty |  | Name of Entity                          |  | Name of Parent of Entity                |  | PercentOwned |  | Jurisdiction ofIncorporation
|          |  | New Startel Participacoes Ltda.         |  | Startel Participacoes Ltda.             |  | 99.9         |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Embratel Participacoes S/A              |  | Startel Participacoes Ltda.             |  | 49.90        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  |                                         |  | New Startel Participacoes Ltda.         |  | 1.89         |  |                             
|          |  |                                         |  |                                        
|          |  | Emp. Brasileira de Telecomunicacoes S/A |  | Embratel Participacoes S/A              |  | 98.77        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Embratel Soluções Ltda.                 |  | Embratel Participacoes S/A              |  | 99.99        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Ponape Telecomunicações Ltda.           |  | Embratel Participacoes S/A              |  | 99.99        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Star One S.A.                           |  | Emp. Brasileira de Telecomunicacoes S/A |  | 80.01        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Palau Telecomunicações Ltda.            |  | Emp. Brasileira de Telecomunicacoes S/A |  | 99.99        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Brasilcenter Comunicações Ltda.         |  | Emp. Brasileira de Telecomunicacoes S/A |  | 99           |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Embratel Internacional S/A              |  | Emp. Brasileira de Telecomunicacoes S/A |  | 99           |  | Argentina                   
|          |  |                                         |  |                                        
|          |  | Embratel Chile S/A                      |  | Emp. Brasileira de Telecomunicacoes S/A |  | 99.99        |  | Chile                       
|          |  |                                         |  |                                        
|          |  | Click 21 Comércio de Publicidade Ltda.  |  | Emp. Brasileira de Telecomunicacoes S/A |  | 99.99        |  | Brazil                      
|          |  |                                         |  |                                        
|          |  | Embratel Uruguay Sociedad Anonima       |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Uraguay                     
|          |  |                                         |  |                                        
|          |  | Embratel Americas Inc.                  |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Delaware                    
|          |  |                                         |  |                                        
|          |  | Gollum Investments Inc.                 |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Delaware                    
|          |  |                                         |  |                                        
|          |  | Participation Investments Inc.          |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Delaware                    
|          |  |                                         |  |                                        
|          |  | Goriot Investments Inc.                 |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Cayman                      
|          |  |                                         |  |                                        
|          |  | Avantis Investments Inc.                |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Cayman                      
|          |  |                                         |  |                                        
|          |  | Virtua Investments Inc.                 |  | Emp. Brasileira de Telecomunicacoes S/A |  | 100          |  | Cayman                      
|          |  |                                         |  |                                        
|          |  | Star One Argentina S.R.L.               |  | Star One S.A.                           |  | 99.92        |  | Argentina                   
|          |  |                                         |  |                                        
|          |  | Star One S.A. Chile Limitada            |  | Star One S.A.                           |  | 99.99        |  | Chile                       
|          |  |                                         |  |                                        
|          |  | Bolivarsat S.A.                         |  | Star One S.A.                           |  | 51           |  | Brazil                      



SECTION 2.
Effectiveness. This Amendment No. 7 shall become effective as of the date first above written (the Amendment Effective Date) upon the receipt by the Administrative Agent of the following: (a) counterparts of this
Amendment No. 7 executed by the Borrower, the Guarantors and the Required Lenders (or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment No. 7) and acknowledged by the
Administrative Agent and (b) payment for all fees, costs and expenses of the Administrative Agent and the Initial Lenders which have been invoiced to the Borrower and are due and payable (including, without limitation, any fees, costs and expenses
due and payable pursuant to Section 4 below) as of the date of the Borrowers execution hereof.



SECTION 3. Effect on Credit Agreement. On and after the effectiveness of this Amendment No. 7, each reference in the Credit Agreement to this
Agreement, hereunder, hereof or words of like import referring to the Credit Agreement, and each reference in each other Loan Document to the Credit Agreement, thereunder, thereof or
words of like import referring to the Credit



2



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Agreement, shall mean and be a reference to the Credit Agreement, as modified by this Amendment No. 7. The Credit Agreement, as specifically modified by this
Amendment No. 7, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment No. 7 shall not operate as a
waiver of any right, power or remedy of any Lender Party or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.



SECTION 4. Payment of Fees. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent and the Initial Lenders in connection with the preparation, execution and delivery of this Amendment No. 7 (including, without limitation, the reasonable fees and expenses of one joint
outside counsel for the Administrative Agent and the Initial Lenders) in accordance with the terms of Section 10.04 of the Credit Agreement.



SECTION 5. Execution in Counterparts. This Amendment No. 7 may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 7 by
telecopier shall be effective as delivery of a manually executed counterpart of this Amendment No. 7.



SECTION 6. Governing Law. This Amendment No. 7 shall be governed by, and construed in accordance with, the laws of the State of New York.



3



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IN WITNESS WHEREOF, the undersigned have each caused this Amendment No. 7 to be executed and delivered by
their respective duly authorized officer as of the date first above written.



The BorrowerWORLDCOM, INC., a debtor and a debtor-in-possession, as BorrowerByName: Title:






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The Guarantors



Access Network Services, Inc.

Access Virginia, Inc.

ALD Communications, Inc.

BFC Communications, Inc.

Bittel Telecommunications Corporation

Brooks Fiber Communications of
Arkansas, Inc.

Brooks Fiber Communications of Bakersfield, Inc.

Brooks Fiber Communications of Connecticut, Inc.

Brooks Fiber Communications of Fresno, Inc.

Brooks Fiber Communications of Massachusetts, Inc.

Brooks Fiber
Communications of Michigan, Inc.

Brooks Fiber Communications of Minnesota, Inc.

Brooks Fiber Communications of Mississippi, Inc.

Brooks Fiber Communications of Missouri, Inc.

Brooks Fiber Communications of Nevada, Inc.

Brooks Fiber Communications of
New England, Inc.

Brooks Fiber Communications of New Mexico, Inc.

Brooks Fiber Communications of New York, Inc.

Brooks Fiber Communications of Ohio, Inc.

Brooks Fiber Communications of Oklahoma, Inc.

Brooks Fiber Communications of
Rhode Island, Inc.

Brooks Fiber Communications of Sacramento, Inc.

Brooks Fiber Communications of San Jose, Inc.

Brooks Fiber Communications of Stockton, Inc.

Brooks Fiber Communications of Tennessee, Inc.

Brooks Fiber Communications
of Texas, Inc.

Brooks Fiber Communications of Tucson, Inc.

Brooks Fiber Communications of Tulsa, Inc.

Brooks Fiber Communications of Utah, Inc.

Brooks Fiber Communications-LD, Inc.

Brooks Fiber Properties, Inc.

BTC Transportation Corporation

Business Internet, Inc.

Chicago Fiber Optic Corporation

Com Systems, Inc.

COM/NAV Realty Corp.

Cross Country Wireless, Inc.



each a debtor and a debtor-in-possession, and each a GuarantorByName: Title: Authorized Person






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CS Wireless Battle Creek, Inc.

CS Wireless Systems, Inc.

E.L. Acquisition, Inc.

Express Communications, Inc.

FiberNet Rochester, Inc.

Fibernet, Inc.

Healan Communications, Inc.

ICI
Capital LLC

Intelligent Investment Partners, Inc.

Intermedia
Capital, Inc.

Intermedia Communications Inc.

Intermedia
Communications of Virginia, Inc.

Intermedia Investment, Inc.

Intermedia Licensing Company

Intermedia Services LLC

Jones Lightwave of Denver, Inc.

Marconi Telegraph Cable Company, Inc.

MCI Canada, Inc.

MCI Communications Corporation

MCI Equipment Acquisition Corporation

MCI Galaxy III Transponder Leasing, Inc.

MCI Global Access Corporation

MCI Global Support Corporation

MCI International Services, L.L.C.

MCI International Telecommunications
Holding Corporation

MCI International Telecommunications Corporation

MCI International, Inc.

MCI Investments Holdings, Inc.

MCI Network Technologies, Inc.

MCI Omega Properties, Inc.

MCI Payroll Services, LLC

MCI Research, Inc.

MCI
Transcon Corporation

MCI Wireless, Inc.

MCI WORLDCOM Brands,
L.L.C.

MCI WORLDCOM Brooks Telecom, LLC

MCI WORLDCOM Capital
Management Corporation

MCI WORLDCOM Communications of Virginia, Inc.

MCI WORLDCOM Communications, Inc.



each a debtor and a debtor-in-possession, and each a GuarantorByName: Title: Authorized Person






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MCI WORLDCOM Financial Management Corporation

MCI WORLDCOM Global Networks U.S., Inc.

MCI WORLDCOM International, Inc.

MCI WorldCom Management Company, Inc.

MCI WORLDCOM MFS Telecom, LLC

MCI WORLDCOM Network Services of Virginia, Inc.

MCI WORLDCOM
Network Services, Inc.

MCI WORLDCOM Synergies Management Company, Inc.

MCI/OTI Corporation

MCImetro Access Transmission Services of Virginia, Inc.

Metrex Corporation

Metropolitan Fiber Systems of Arizona, Inc.

Metropolitan Fiber Systems of Baltimore, Inc.

Metropolitan Fiber Systems of
California, Inc.

Metropolitan Fiber Systems of Connecticut, Inc.

Metropolitan Fiber Systems of Dallas, Inc.

Metropolitan Fiber Systems of Delaware, Inc.

Metropolitan Fiber Systems of Denver, Inc.

Metropolitan Fiber Systems of
Detroit, Inc.

Metropolitan Fiber Systems of Florida, Inc.

Metropolitan Fiber Systems of Houston, Inc.

Metropolitan Fiber Systems of Indianapolis, Inc.

Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc.

Metropolitan Fiber
Systems of New Hampshire, Inc.

Metropolitan Fiber Systems of New Jersey, Inc.

Metropolitan Fiber Systems of New Orleans, Inc.

Metropolitan Fiber Systems of New York, Inc.

Metropolitan Fiber Systems of Ohio, Inc.

Metropolitan Fiber Systems of
Oregon, Inc.

Metropolitan Fiber Systems of Philadelphia, Inc.

Metropolitan Fiber Systems of Pittsburgh, Inc.

Metropolitan Fiber Systems of Seattle, Inc.

Metropolitan Fiber Systems of St. Louis, Inc.

Metropolitan Fiber
Systems/McCourt, Inc.

MFS CableCo U.S., Inc.

MFS Datanet,
Inc.

MFS Telecom, Inc.

MFS Telephone of Missouri, Inc.



each a debtor and a debtor-in-possession, and each a GuarantorByName: Title: Authorized Person






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MFS Telephone of New Hampshire, Inc.

MFS Telephone of Virginia, Inc.

MFS Telephone, Inc.

MFS/C-TEC

MFSA Holding, Inc.

Military Communications
Center, Inc.

MobileComm Europe Inc.

Mtel Asia, Inc.

Mtel Cellular, Inc.

Mtel International, Inc.

Mtel Latin America, Inc.

Mtel Microwave, Inc.

Mtel Service Corporation

N.C.S. Equipment Corporation

National Telecommunications of Florida, Inc.

Netwave Systems, Inc.

networkMCI, Inc.

Northeast Networks, Inc.

Nova Cellular Co.

NTC, Inc.

Overseas Telecommunications, Inc.

Shared Technologies Fairchild
Communications Corporation

Shared Technologies Fairchild Telecom, Inc.

Shared Technologies Fairchild, Inc.

SkyTel Communications, Inc.

SkyTel Corp.

SkyTel Payroll Services, LLC

Southernnet of South Carolina, Inc.

Southernnet Systems, Inc.

Southernnet, Inc.

Telecom*USA, Inc.

Teleconnect Company

Teleconnect Long Distance Services & Systems Co.

Tenant Network Services, Inc.

TransCall America, Inc.

Tru Vision Wireless, Inc.

Tru Vision-Flippin, Inc.

TTI National, Inc.



each a debtor and a debtor-in-possession, and each a GuarantorByName: Title: Authorized Person






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UUNET Australia Limited

UUNET Caribbean, Inc.

UUNET Holdings Corp.

UUNET
International Ltd.

UUNET Japan Ltd.

UUNET Payroll Services,
LLC

UUNET Technologies, Inc.

Virginia Metrotel, Inc.

Wireless One, Inc.

Wireless Video Services

WorldCom Broadband Solutions, Inc.

WorldCom Caribbean, Inc.

WorldCom East, Inc.

WorldCom ETC, Inc.

WorldCom Federal Systems, Inc.

WorldCom ICC, Inc.

WorldCom International Data Services, Inc.

WorldCom International, Inc.

WorldCom International Mobile Services, Inc.

WorldCom
International Mobile Services LLC

WorldCom Overseas Holdings, Inc.

WorldCom Payroll Services, LLC

WorldCom Purchasing, LLC

WorldCom Ventures, Inc.

WorldCom Wireless, Inc.



each a debtor and a debtor-in-possession, and each a GuarantorByName: Title: Authorized Person






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The Administrative AgentCITICORP USA, INC., as Administrative AgentByName: Title:




The Initial LendersCITICORP USA, INC., as Initial LenderByName: Title:






JPMORGAN CHASE BANK, as Initial LenderByName: Title:




GENERAL ELECTRIC CAPITAL CORPORATION, as Initial LenderByName: Title:






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The LendersTHE CIT GROUP/BUSINESS CREDIT, INC., as LenderByName: Title:




FOOTHILL CAPITAL CORPORATION, as LenderByName: Title:




BANK OF AMERICA, N.A., as LenderByName: Title:




BAYERISCHE HYPO-UND VEREINSBANK, AG - NEW YORK BRANCH, as LenderByName: Title:ByName: Title:




FRANKLIN FLOATING RATE TRUST, as LenderByName: Title:






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The Lenders (continued)SUMITOMO MITSUI BANKING CORPORATION, as LenderByName: Title:




MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services, Inc.ByName: Title: