0001193125-04-039709 Sample Contracts

AMENDMENT, WAIVER AND CONSENT NO. 6 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT, WAIVER AND CONSENT NO. 6 dated as of August 22, 2003 (this “Amendment, Waiver and Consent No. 6”) 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.

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AMENDMENT NO. 4 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 4 dated as of March 24, 2003 (this “Amendment No. 4”) 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.

WAIVER NO. 9 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

WAIVER NO. 9 dated as of February 12, 2004 (this “Waiver No. 9”) 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.

AMENDED AND RESTATED SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of October 15, 2002 Among WORLDCOM, INC. as Borrower and THE GUARANTORS PARTY HERETO and CITICORP USA, INC. as Administrative Agent and CITIBANK, N.A. as...
Possession Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of October 15, 2002 among WORLDCOM, INC., a Georgia corporation and a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code (as hereinafter defined) (the “Borrower”), and each of the direct and indirect subsidiaries of the Borrower signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), CITIBANK, N.A. (“Citibank”), as the initial L/C Issu

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 3 dated as of January 31, 2003 (this “Amendment No. 3”) 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.

WAIVER NO. 2 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

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.

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

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.

AMENDMENT NO. 7 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 7 dated as of October 24, 2003 (this “Amendment No. 7”) 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.

WAIVER NO. 8 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

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.

WAIVER NO. 5 TO THE AMENDED AND RESTATED DIP CREDIT AGREEMENT
Dip Credit Agreement • March 12th, 2004 • Worldcom Inc • Telephone communications (no radiotelephone) • New York

WAIVER NO. 5 dated as of June 10, 2003 (this “Waiver No. 5”) 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.

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