Exhibit 10.60



 Exhibit 10.60 
  
 EXECUTION COPY 
  
 WAIVER NO. 8 
 TO THE AMENDED AND
RESTATED DIP CREDIT AGREEMENT 
  
 WAIVER NO. 8 dated as of
December 16, 2003 (this “Waiver No. 8”) 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, amended and otherwise modified by Amendment, Waiver and Consent No. 6
dated as of August 22, 2003 and as amended by Amendment No. 7 dated as of October 24, 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 Company has requested that certain provisions of the Credit Agreement be waived in order to permit the transactions described in Annex I hereto (the “Capital Transactions”); and

  
 (3) The undersigned Lenders and Administrative Agent are
willing to so waive certain provisions of the Credit Agreement on the terms and conditions of this Waiver No. 8; 
  
 NOW, THEREFORE, it is hereby agreed as follows: 
  
 SECTION 1. Waiver. The provisions and restrictions of each of Section 4.01(b), 5.02(c), 5.02(g), 5.02(h), 5.02(i) and 5.02(j) are hereby
permanently waived solely in connection with, and solely to the extent necessary to permit, the consummation of each of the Capital 

  









 
Transactions; provided that the aggregate amount of cash and Cash Equivalents to be expended by the Loan Parties, collectively, in connection with the
Capital Transactions shall not exceed, on a net basis, $350,000,000. 
  
 SECTION 2. Effectiveness. This Waiver No. 8 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. 8 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 Waiver No. 8) 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. 
  
 SECTION 3. Effect on Credit Agreement. On and after the effectiveness of this Waiver No. 8, 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 modified by this Waiver No. 8. The Credit Agreement, as specifically modified by this Waiver No. 8, 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. 8 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 Waiver No. 8 (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 Waiver No. 8 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 Waiver No. 8 by telecopier shall be effective as delivery of a manually executed counterpart of this Waiver No. 8.

  
 SECTION 6. Governing Law. This Waiver No. 8 shall be
governed by, and construed in accordance with, the laws of the State of New York.. 
  









 IN WITNESS WHEREOF, the undersigned have each caused this Waiver No. 8 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: