IN RE WORLDCOM, INC. (Bankr.S.D.N.Y. 2004)

ARTHUR GONZALEZ, Bankruptcy Judge

MCI, Inc. and certain of its direct and indirect subsidiaries (collectively, "MCI" or the "Reorganized Debtors") and Western Wireless Corporation and its affiliates (collectively, "Western Wireless" and together with MCI, the "Parties") hereby agree and stipulate as follows:

RECITALS

WHEREAS, on July 21, 2002 (the "Commencement Date") and November 8, 2002, WorldCom, Inc. and certain of its direct and indirect subsidiaries (the "Debtors") commenced cases under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). By Orders dated July 22, 2002 and November 12, 2002, these chapter 11 cases were consolidated for procedural purposes. During the chapter 11 cases, the Debtors operated their businesses and managed their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code;

WHEREAS, on or about December 4, 2002, Western Wireless filed proofs of claim against the Debtors asserting claims in the amount of (i) $850,084.88, which claim was assigned claim number 3191, and (ii) $1,624,427.28, which claim was assigned claim number 3192 (collectively, the "Pre-Petition Claims") for switched access services ("Switched Access Services") that Western Wireless provided to the Debtors pre-petition;

WHEREAS, Western Wireless also asserts that the Debtors owe an outstanding balance of $4,958,583.00 (the "Post-Petition Claim") for Switched Access Services provided to the Debtors post-petition;

WHEREAS, the Debtors and Reorganized Debtors dispute owing the Pre-PetitionClaims and the Post-Petition Claims;

WHEREAS, on October 31, 2003, this Court entered an order confirming the Debtors' Modified Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Plan");

Unless otherwise defined herein, capitalized terms shall have the meanings that are ascribed to such terms in the Plan.

WHEREAS, on April 20, 2004, the Plan became effective in accordance with its terms, and pursuant to the Plan, WorldCom, Inc. merged with and into MCI, Inc. with MCI, Inc. being the survivor;

WHEREAS, the Parties are prepared to resolve all disputes and outstanding balances in connection with the Switched Access Services on the terms specified below;

WHEREAS, in order to resolve the foregoing issues and disputes, the Parties have negotiated this Stipulation in good faith and at arms' length and, therefore, desire that it shall be binding upon each of them, their successors, heirs, and assigns; and

WHEREAS, the Parties believe this Stipulation is in their respective best interests.

In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby stipulate and agree as follows:

STIPULATION

1. Western Wireless shall have an Allowed Claim (as defined in the Plan) in the amount of $270,000.00, which shall fully and completely satisfy the Pre-Petition Claims and which amount shall be paid in accordance with the Plan.

2. The Debtors shall pay Western Wireless $480,000.00 in full and complete satisfaction of the Post-Petition Claim, which amount shall be paid within thirty (30) calendar days after approval of this Stipulation by the Court.

3. Nothing in this Stipulation shall be construed to constitute a waiver by the Reorganized Debtors to object to any proofs of claim, other than the Pre-Petition Claims, filed or to be filed by Western Wireless.

4. This Stipulation shall become effective and binding as of entry of this Stipulation on the docket as "so ordered" by the Court. In the event that this Stipulation is not approved by the Court, it shall be null and void and have no force or effect and the parties agree that, in such circumstances, this Stipulation shall be of no evidentiary value whatsoever in any proceedings.

5. Except as otherwise provided herein, (i) Western Wireless and its shareholders, owners, officers, directors, and employees hereby release and forever discharge MCI and all related persons, partnerships, corporations or other entities and their predecessors, successors, parents, subsidiaries, affiliates, assigns, transferees, agents, directors, officers, employees, shareholders and attorneys and (ii) MCI and its shareholders, owners, officers, directors, and employees hereby release and forever discharge Western Wireless and all related persons, partnerships, corporations or other entities and their predecessors, successors, parents, subsidiaries, affiliates, assigns, transferees, agents, directors, officers, employees, shareholders and attorneys from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or unmatured, whether at law or in equity, whether now known or unknown that either Party now has or may have had, on behalf of itself or any other entity, at the time before and including July 10, 2004.

6. This Stipulation shall be governed, in all respects, by the laws of the State of New York, irrespective of its choice of law rules.

7. This Stipulation is the entire agreement between the Parties with respect to the subject matter of this Stipulation. All representations, warranties, inducements, and/or statements of intention made by the Parties are embodied in this Stipulation, and no party hereto relied upon, shall be bound by, or shall be liable for any alleged representation, warranty, inducement, or statement of intention that is not expressly set forth in this Stipulation.

8. This Stipulation may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument.

9. This Stipulation may not be modified, except in a written instrument signed by each of the Parties hereto.

10. This Stipulation shall be binding on the Parties from the date of its execution, but is expressly subject to and contingent upon its approval by the Bankruptcy Court. If the Bankruptcy Court does not approve this Stipulation, this Stipulation shall be null and void.

11. The Bankruptcy Court shall retain exclusive jurisdiction over any and all disputes arising out of or otherwise relating to the matter in this Stipulation.

IT IS SO ORDERED.