**EXHIBIT 10.63**

 

**EXECUTION COPY**

 

**WAIVER NO. 11**

**TO THE AMENDED ANDRESTATED DIP CREDIT AGREEMENT**

 

WAIVER NO. 11 dated as ofApril 7, 2004 (this “***Waiver No. 11***”) 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 definedherein being used herein as therein defined. 

 

PRELIMINARYSTATEMENTS: 

 

(1) The Borrower, the Lenders and theAdministrative 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. 2dated 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, amended and otherwise modified by Amendment, Waiver and Consent No. 6dated as of August 22, 2003, amended by Amendment No. 7 dated as of October 24, 2003, modified by Waiver No. 8 dated as of December 16, 2003, modified by Waiver No. 11 dated as of February 12, 2004 and amended by Amendment No. 10 dated as of March22, 2004 (and 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/CIssuer, 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 CollateralMonitoring 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 Company has requested that the requirements of each of Section5.03(b), (e) and (o) and Section 5.04 of the Credit Agreement be waived solely for the period (the “***Waiver Period***”) commencing on the date of this Waiver No. 11 through April 30, 2004; and 

 

(3) The undersigned Lenders and Administrative Agent are willing to so waivecertain provisions of the Credit Agreement on the terms and conditions of this Waiver No. 11; 

 

NOW, THEREFORE, it is hereby agreed as follows: 

 

SECTION 1. *Waiver*. Effective as of the Waiver Effective Date (as defined below), the requirements of each of Section 5.03(b), (e) and (o) and Section 5.04 of the Credit Agreement are hereby waived solely forthe Waiver Period. 

 

SECTION 2. *Effectiveness*. ThisWaiver No. 11 shall become effective as of the date first above written (the “***Waiver Effective Date***”) upon the receipt by the Administrative Agent of the following: (a) counterparts of this Waiver No. 11 executed by theBorrower, 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 Waiver No. 11) and acknowledged by the Administrative Agent and (b) paymentfor 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 4below) as of date of the Borrower’s execution hereof. 

SECTION 3. *Effect on Credit Agreement*. On and after the effectiveness of this Waiver No. 11, eachreference 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 Agreement, shall mean and be a reference to the Credit Agreement, as modified by this Waiver No. 11. The Credit Agreement, as specifically modified by thisWaiver No. 11, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Waiver No. 11 shall not, except as expressly provided herein, operate as awaiver 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 allreasonable costs and expenses of the Administrative Agent and the Initial Lenders in connection with the preparation, execution and delivery of this Waiver No. 11 (including, without limitation, the reasonable fees and expenses of one joint outsidecounsel 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 Waiver No. 11 may be executed in any number of counterparts and by different parties hereto in separatecounterparts, 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 Waiver No. 11 by telecopiershall be effective as delivery of a manually executed counterpart of this Waiver No. 11. 

 

SECTION 6. *Governing Law*. This Waiver No. 11 shall be governed by, and construed in accordance with, the laws of the State of New York. 

 

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IN WITNESS WHEREOF, the undersigned have each caused this Waiver No. 11 to be executed and delivered bytheir respective duly authorized officer as of the date first above written. 

 
**The Borrower**WORLDCOM, INC., a debtor and a debtor-in-possession, as Borrower
By
 
/s/    A. William Hamill
  **Name:    A. William Hamill**  **Title:      SVP and Treasurer**
 

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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 Guarantor
By
 
 
  **Name:**    **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 HoldingCorporation 

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 Guarantor
By
 
 
  **Name:**    **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 Guarantor
By
 
 
  **Name:**    **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 Guarantor
By
 
 
  **Name:**    **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 Guarantor
By
 
 
  **Name:**    **Title:** **Authorized Person**
 

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**The Administrative Agent**

CITICORP USA, INC., as Administrative Agent

By
   **Name:**  **Title:**
**The Initial Lenders**

CITICORP USA, INC., as Initial Lender

By
   **Name:**  **Title:**
JPMORGAN CHASE BANK, as Initial Lender

By
   **Name:**  **Title:**GENERAL ELECTRIC CAPITAL CORPORATION, as Initial Lender
By
   **Name:**  **Title**
**The Lenders**
THE CIT GROUP/BUSINESS CREDIT, INC., as Lender
By
 
 
  **Name:**  **Title:**
FOOTHILL CAPITAL CORPORATION, as Lender

By
 
 
  **Name:**  **Title:**
BANK OF AMERICA, N.A., as Lender

By
 
 
  **Name:**  **Title:**
 

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**The Lenders (continued)**BAYERISCHE HYPO-UND VEREINSBANK, AG - NEW YORK BRANCH, as Lender
By
 
 
  **Name:**  **Title:**
By
 
 
  **Name:**  **Title:**
FRANKLIN FLOATING RATE TRUST, as Lender

By
 
 
  **Name:**  **Title:**SUMITOMO MITSUI BANKING CORPORATION, as Lender
By
 
 
  **Name:**  **Title:**MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services, Inc.
By
 
 
  **Name:**  **Title:**
 

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