Exhibit 10.54



 Exhibit 10.54 
  
 WAIVER NO. 2 
 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT 
  
 WAIVER NO. 2 dated as of December 30, 2002 (this “Waiver No. 2”) 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, (as amended by Amendment No. 1 dated as of
October 30, 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 certain provisions of the Credit Agreement be waived solely to the extent necessary to permit the Recapitalizations (as defined in the letter attached hereto as Annex I from the Borrower to the Administrative
Agent, the “Recapitalizations”) and on the terms set forth below; and 
  
 (3) The undersigned Lenders and the Administrative Agent are willing to waive the relevant provisions of the Credit Agreement on the terms and conditions set forth in this Waiver No. 2; 
  
 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 Recapitalizations. 
  
 SECTION 2. Representation and Warranty of the Borrower. The Borrower
hereby certifies, represents and warrants that it has consulted with KPMG LLP (“KPMG”), its auditors, and such other professional advisors in each applicable jurisdiction as the Borrower has deemed necessary or advisable, in
connection with each of the Recapitalizations, and has determined, in consultation with KPMG and such other advisors, that each such transaction is reasonably necessary and advisable to accomplish the purposes set forth in Annex I hereto. In
addition, the Borrower hereby certifies, represents and warrants that the consummation of the Recapitalizations will be on terms consistent with the generally accepted accounting principles of each applicable jurisdiction and will not violate any
applicable law of any applicable jurisdiction. 
  









 SECTION 3. Effectiveness. This Waiver No. 2 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 Waiver No. 2 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. 2) 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 5 below) as of date of the Borrower’s execution hereof.

  
 SECTION 4. Effect on Credit Agreement. On and after the
effectiveness of this Waiver No. 2, 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. 2. The Credit
Agreement, as specifically modified by this Waiver No. 2, 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 Waiver No. 2 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 5. 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. 2 (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 6. Execution in Counterparts. This Waiver No. 2 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. 2 by telecopier
shall be effective as delivery of a manually executed counterpart of this Waiver No. 2. 
  
 SECTION 7. Governing Law. This Waiver No. 2 shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

 2 








 IN WITNESS WHEREOF, the undersigned have each caused this Waiver No. 2 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: