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

ARTHUR GONZALEZ, Bankruptcy Judge

Upon consideration of the Debtors' Fifteenth Omnibus Objection to Proofs of Claim (Mechanic's Lien Claims) filed by WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), dated June 12, 2003, seeking the expungement and disallowance of proofs of claim, and good and sufficient notice having been given in accordance with the Claim Objection Procedures Order; and it appearing that the Debtors (hereinafter "Debtors") by and through their undersigned counsel, Stinson Morrison Hecker LLP, together with Claimant, West-Fair Electrical Contractors, Inc. by and through their undersigned counsel, Welby, Brady Greenblatt, LLP and hereby agree and stipulate as follows:

WHEREAS, West-Fair Electrical Contractors, Inc. and its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, and agents shall hereinafter be referred to in this Stipulation as "West-Fair."

WHEREAS, on or about November 13, 2002, West-Fair filed Claim No. 1491 against MCI WorldCom Communications, Inc., Case No. 02-42233 (AJG), as a secured claim in the amount of $160,033.00; Claim No. 1493 as a secured claim in the amount of $26,466.00; and Claim No. 1495 as a secured claim in the amount of $78,907.00 (hereinafter collectively called the "Claim");

WHEREAS, the Debtors, in their Fifteenth Omnibus Objection to Mechanic's Liens related claims dated June 12, 2003 seek to disallow and expunge: 1) Claim No. 1491 on the grounds that: (a) Claimant failed to identify the alleged collateral securing the debt asserted, does not attach evidence that the alleged secured claim is properly perfected, and does not set forth the value of the alleged collateral; (b) lien has no value; (c) Debtors dispute amount asserted in lien; 2) Claim No. 1493 on the grounds that (a) Claimant failed to attach sufficient supporting documents; (b) Claimant failed to identify the alleged collateral securing the debt asserted, does not attach evidence that the alleged secured claim is properly perfected, and does not set forth the value of the alleged collateral; (c) lien has no value; Debtors dispute amount asserted in claim; 3) Claim No. 1495 on the grounds that (a) Claimant failed to attach sufficient supporting documents; (b) Claimant failed to identify the alleged collateral securing the debt asserted, does not attach evidence that the alleged secured claim is properly perfected, and does not set forth the value of the alleged collateral; (c) lien has no value; Debtors dispute amount asserted in lien (hereinafter collectively called the "Contested Matter").

WHEREAS, West-Fair filed additional claims that were not included in Debtors' Fifteenth Omnibus Objection to Proof of Claim (Mechanic's Lien Claims) as follows: Claim No. 1492 as a secured claim in the amount of $5,125.00; Claim No. 1494 as a secured claim in the amount of $393,999.79; and Claim No. 1497 as a secured claim in the amount of $9,816.00.

WHEREAS, the Debtors and West-Fair both agree and intend that West-Fair's Claims shall be modified such that Claim No. 1491 shall be allowed as an Other Class Three ("3") Secured Claim in the amount of $160,000.00; Claim No. 1493 shall be allowed as an Unsecured Claim in the amount of $26,466.00; Claim No. 1495 shall be allowed as an Other Class Three ("3") Secured Claim in the amount of $78,000.00; Claim No. 1492 shall be allowed as an Unsecured Claim in the amount of $5,125.00; and Claim No. 1497 shall be allowed as an Other Class Three ("3") Secured Claim in the amount of $9,816.00.

WHEREAS, the above allowed Claims shall be paid by Debtors to West-Fair in accordance with the terms set forth in the Debtors' Plan of Reorganization; and

WHEREAS, Claim No. 1494 is to be paid by Tishman Technologies Corp., as West-Fair as a subcontractor to Tishman Technologies Corp. and Tishman Technologies Corp.'s Claim No. 6548 has already been allowed as a general unsecured claim and includes amounts due and owing West-Fair. As such, Claim No. 1494 will be expunged as duplicative; and

WHEREAS, the Debtors and West-Fair desire to resolve without unnecessary litigation all matters and issues raised by the Contested Matter and any other claims filed or to be filed by West-Fair against Debtors including but not limited to the Claim.

NOW THEREFORE in consideration for the matters recited and the releases, covenants, and promises exchanged in this Stipulation and for other good and valuable consideration exchanged between Debtors and West-Fair, the sufficiency of which is hereby acknowledged, the Debtors and West-Fair agree to be forever bound by the following terms and conditions:

1. Upon Entry of this Agreed Order and Joint Stipulation, Claim No. 1491 shall be allowed as an Other Class Three ("3") Secured Claim in the amount of $160,000.00; Claim No. 1493 shall be allowed as an Unsecured Claim in the amount of $26,466.00; Claim No. 1495 shall be allowed as an Other Class Three ("3") Secured Claim in the amount of $78,000.00; Claim No. 1492 shall be allowed as an Unsecured Claim in the amount of $5,125.00; and Claim No. 1497 shall be allowed as an Other Class Three ("3") Secured Claim in the amount of $9,816.00.

2. The above allowed Claims shall be paid by Debtors to West-Fair in accordance with the terms set forth in the Debtors' Plan of Reorganization.

3. Claim No. 1494 is to be paid by Tishman Technologies Corp., as West-Fair as a subcontractor to Tishman Technologies Corp. and Tishman Technologies Corp.'s Claim No. 6548 has already been allowed as a general unsecured claim and includes amounts due and owing West-Fair. As such, Claim No. 1494 will be expunged as duplicative.

4. The execution of this Stipulation is intended to and shall finally settle and resolve all claims that West-Fair asserted or that West-Fair could have asserted against Debtors. Upon execution of this Stipulation, any other claims filed by West-Fair in the Debtors' consolidated Chapter 11 bankruptcies shall be deemed withdrawn with prejudice to any future action.

5. Upon execution of this Agreement, West-Fair and all of West-Fair's predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, and agents hereby fully and completely release and forever discharge Debtors and all of Debtors' predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, agents, directors, officers, representatives, employees, shareholders or any other person firm or corporation, from and concerning any and all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands of any and every kind whatsoever, whether matured or unmatured, whether at law or in equity, whether before a local, state, or federal court, state or federal administrative agency or commission, or arbitration tribunal and whether now known or unknown, liquidated or unliquidated, contingent or noncontingent that West-Fair and all of West-Fair's predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, and agents now has or may have had, or thereafter claims to have, on behalf of itself, or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, and agents, at any time prior to and including the date that the parties execute this Stipulation and arising out of or related in any way to (a) the facts, incidents, contracts and/or circumstances alleged, asserted or otherwise part of the Contested Matter; (b) any and all claims, whether now known or unknown, including but not limited to Claim No. 1491, Claim No. 1493, Claim No. 1495, Claim No. 1492, Claim No. 1494 and Claim No. 1497 filed by West-Fair in the above captioned matter; and (c) any disputes, whether now known or unknown, between West-Fair and Debtors and related to the pre-bankruptcy obligations between and among West-Fair and Debtors.

6. Upon execution of this Agreement, West-Fair does hereby waive and release any and all lien(s), claim(s) or right(s) to lien on the real estate and improvement thereon as described in the Mechanic's Liens attached to the Claims identified herein, relating to mechanic's liens on account of labor performed and/or materials or equipment furnished for said improvement by the undersigned. This waiver and release is a FULL, FINAL AND COMPLETE WAIVER and release of any and all claim(s) for or relating to mechanic's liens upon the described real estate or improvements thereon and a full, final and complete release of any and all claims against Owner and/or General and/or Contractor, or their affiliates for any monies due or which may become due as a result of the provisions of any materials, labor or services or improvements made on the described real estate by West-Fair. For the same consideration, the undersigned, duly authorized to execute this waiver and release on behalf of West-Fair, states under penalties of perjury that West-Fair has paid or will pay in full for all labor performed or materials or equipment furnished by, to or on behalf of West-Fair in connection with any labor, services, materials or equipment furnished by West-Fair in the respects set forth above, for the purpose of inducing the above referenced Agreement. West-Fair agrees to defend, indemnify and hold harmless the above described real estate, Owner and General or any of their sureties, successors or assigns, from any and all liens, claims or causes of action asserted by any person or entity which claims to have performed labor or furnished materials in connection with work performed by West-Fair.

7. The foregoing Release set forth in Paragraph 6 is intended and shall be construed as a full and complete release, without qualification or reservation, of all the actions, causes of action, claims, suits, debts, damages, judgments, liabilities, demands and/or other matters referred to above.

8. West-Fair and Debtors acknowledge that this Stipulation constitutes the entire agreement between the parties, and that there are no other covenants, promises, undertakings, understandings or representations, whether written or oral, which constitute or are a basis for this Stipulation. The parties further acknowledge that this Stipulation supersedes any prior agreement, promise, and/or discussion including all prior settlement discussions, whether written or verbal.

9. West-Fair represents and acknowledges that in executing this Stipulation, West-Fair has not relied upon any representations or statements made by Debtors, or any of its agents, representatives, or attorneys, with respect to the subject matter, basis or effect of its agreement and Stipulation with Debtors.

10. West-Fair and Debtors represent and acknowledge that they have carefully read and fully understand all of the provisions of this Stipulation and are voluntarily entering into this agreement.

11. West-Fair and Debtors each represent that they have not assigned, conveyed, pledged or otherwise transferred to any person or entity any claim, asserted or unasserted, that Debtors or West-Fair have and/or claim to have against each other and arising from the issues raised by the Contested Matter and/or the facts and circumstances alleged in the Contested Matter. West-Fair and Debtors will indemnify and hold each other harmless from any liability, claims, demands, damages, costs, expenses and attorneys' fees incurred by any party to this Stipulation as a result of any person asserting any such assignment, conveyance, pledge or transfer.

12. This Stipulation will be binding upon and will inure to the benefit of the respective successors, assigns, and legal representatives of the Debtors and West-Fair.

13. This Stipulation is the result of a compromise and is not to be construed as an admission by Debtors of any liability or wrongdoing of any kind whatsoever.

14. Whenever possible, each provision of this Stipulation will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Stipulation is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Stipulation.

15. No amendments to this Stipulation shall be effective unless such amendment is in writing and signed by all parties hereto.

16. This Stipulation shall not be construed against the party preparing it, but shall be construed as if all the parties jointly prepared it, and any uncertainty or ambiguity shall not on grounds of authorship be interpreted against this party.

17. Each person signing below represents and warrants that he or she is duly authorized to execute this Stipulation and otherwise bind the company on whose behalf he or she is signing.

IT IS SO ORDERED.