Exhibit 10.53



 Exhibit 10.53 
  
 AMENDMENT NO. 1 
 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT 
  
 AMENDMENT NO. 1 dated as of October 30, 2002 (this “Amendment No. 1”) 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, (and as otherwise amended, amended and restated,
supplemented or otherwise modified from time to time, 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, and 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 Credit Agreement
be amended on the terms set forth below; and 
  
 (3) The
undersigned Lenders and Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions of this Amendment No. 1; 
  
 NOW, THEREFORE, it is hereby agreed as follows: 
  
 SECTION 1. Amendments. The Credit Agreement is, effective as of the Amendment Effective Date (as hereinafter defined), amended as follows:

  
 (a) Section 1.01 is amended by adding the
following definition thereto to appear in proper alphabetical order: 
  
 “‘Ebbers Assets’ means all assets comprising the collateral provided as security for that certain Promissory Note made by Bernard J. Ebbers dated April 29, 2002 in favor of the Borrower in a
principal amount equal to the sum of (i) $408,214,930.00 plus (ii) the amount of any payments made after the date thereof by the Borrower under the Guaranty (as defined therein).”; 
  
 (b) The definition of “Subsidiary” contained in
Section 1.01 is amended by deleting the proviso contained at the end thereof and replacing it with the following: 
  
 “; provided, that, for purposes of the Loan Documents, none of Digex, any Subsidiary which is “classified” or any Ebbers
Asset that is a direct or indirect subsidiary of the Borrower shall be a “Subsidiary” hereunder.”; 
  









 (c) Section 5.02(h) is amended by (i) replacing the word “and” immediately
preceding clause (xii) thereof with a comma, (ii) adding “, and” immediately after the reference to “Section 5.02(h)” in clause (xii) thereof, and (iii) inserting a new clause (xiii) immediately preceding the period at the end of
the first sentence thereof to read as follows: 
  
 “(xiii)
Investments by the Borrower in Ebbers Assets with funds comprising Ebbers Assets or any funds or proceeds derived directly from Ebbers Assets, solely to the extent reasonably necessary to maximize the amounts realized upon the sale of such
assets”; 
  
 (d) Section 5.03(b) is amended
in its entirety and replaced by the following: 
  
 “(b) Monthly Financials. (i) For each month commencing with the month ending July 31, 2002, as soon as available and in any event within 30 days after the end of each such month (or (x) solely in the case of the month ending
December 31, 2002, 75 days after the end of such month, (y) in the case of each month during the period from July 2002 through November 2002, solely with respect to information required to be furnished pursuant to this clause (i) other than
Consolidated income statements, no later than January 15, 2003 and (z) in the case of each March, June, September and December of each Fiscal Year (commencing with the month ending September 30, 2003), the date on which the Consolidated financial
statements for the fiscal quarter or Fiscal Year, as applicable, of the Borrower ending on or about the last day of such month are required to be delivered pursuant to Section 5.03(c) and (d) below), in each case, a Consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such month, and Consolidated statements of income and Consolidated statements of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous month and ending
with the end of such month, and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such month, setting forth (A) in
comparative form the corresponding figures for the corresponding month in the DIP Budget and (B) commencing with delivery of the monthly financials for the first month ending after the first anniversary of the Prior Effective Date, in comparative
form the corresponding figures for the corresponding month of the immediately preceding Fiscal Year, all in reasonable detail and duly certified by a Responsible Officer of the Borrower. 
  
 (ii) For each month, as soon as available and in any event within 30 days after the end of each such month,
a schedule, in form and substance satisfactory to the Administrative Agent and certified by a Responsible Officer of the Borrower, demonstrating compliance with the covenants contained in Section 5.04.”; and 
  
 (e) Part A of Schedule 5.02(i) is hereby amended by
inserting the following item to the list contained therein: 
  
 “Ebbers Assets.”. 
  
 SECTION 2. Effectiveness. This Amendment No. 1 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. 1 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. 1) 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 date of the Borrower’s execution hereof. 
  

 2 








 SECTION 3. Effect on Credit Agreement. On and after the effectiveness of this Amendment No. 1,
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 Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 1. The Credit Agreement, as specifically
amended by this Amendment No. 1, 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 Amendment No. 1 shall not, except as expressly provided
herein, 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. 1 (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. 1 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. 1 by
telecopier shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. 
  
 SECTION 6. Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York.

  

 3 








 IN WITNESS WHEREOF, the undersigned have each caused this Amendment No. 1 to be executed and delivered by
their 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	 	 
	 	 	

	 	 	 Name:

	 	 	 Title:



  









 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



  









 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 Guarantor

		
	By	 	 
	 	 	

	 	 	 Name:

	 	 	 Title: Authorized Person



  









 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



  









 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



  









 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



  










			
	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:



  

			
	 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:



  










			
	The Lenders (continued)
	
	 SUMITOMO MITSUI BANKING
 CORPORATION, as Lender

		
	By	 	 
	 	 	

	 	 	 Name:

	 	 	 Title:



  

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

		
	By	 	 
	 	 	

	 	 	 Name:

	 	 	 Title: