WAIVER NO. 2 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT

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, X.X. Xxxxxx Securities Inc., as Syndication Agent, Joint Lead Arranger and Joint Bookrunner, Xxxxxxx Xxxxx 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.

Xxxxxx Telecommunications Corporation

Xxxxxx Fiber Communications of Arkansas, Inc.

Xxxxxx Fiber Communications of Bakersfield, Inc.

Xxxxxx Fiber Communications of Connecticut, Inc.

Xxxxxx Fiber Communications of Fresno, Inc.

Xxxxxx Fiber Communications of Massachusetts, Inc.

Xxxxxx Fiber Communications of Michigan, Inc.

Xxxxxx Fiber Communications of Minnesota, Inc.

Xxxxxx Fiber Communications of Mississippi, Inc.

Xxxxxx Fiber Communications of Missouri, Inc.

Xxxxxx Fiber Communications of Nevada, Inc.

Xxxxxx Fiber Communications of New England, Inc.

Xxxxxx Fiber Communications of New Mexico, Inc.

Xxxxxx Fiber Communications of New York, Inc.

Xxxxxx Fiber Communications of Ohio, Inc.

Xxxxxx Fiber Communications of Oklahoma, Inc.

Xxxxxx Fiber Communications of Rhode Island, Inc.

Xxxxxx Fiber Communications of Sacramento, Inc.

Xxxxxx Fiber Communications of San Xxxx, Inc.

Xxxxxx Fiber Communications of Stockton, Inc.

Xxxxxx Fiber Communications of Tennessee, Inc.

Xxxxxx Fiber Communications of Texas, Inc.

Xxxxxx Fiber Communications of Tucson, Inc.

Xxxxxx Fiber Communications of Tulsa, Inc.

Xxxxxx Fiber Communications of Utah, Inc.

Xxxxxx Fiber Communications-LD, Inc.

Xxxxxx 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.

Xxxxxx 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

Xxxxx 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 Xxxxxx 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. Xxxx, 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/XxXxxxx, 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 Xxxxxxxxx Communications Corporation

Shared Technologies Xxxxxxxxx Telecom, Inc.

Shared Technologies Xxxxxxxxx, 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:

XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services, Inc.

By

Name:

Title: