IN RE: WORLDCOM, INC., et al., Chapter 11, Debtors.

Case No. 02-13533 (AJG), (Jointly Administered)United States Bankruptcy Court, S.D. New York.
December 3, 2002.

ORDER PURSUANT TO SECTION 365(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 6006 AUTHORIZING REJECTION OF 49 VACANT SONET RINGS
ARTHUR J. GONZALEZ, Bankruptcy Judge.

Upon the motion, dated October 25, 2002 (the “Motion”), of WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, “WorldCom” or the “Debtors”), for an order pursuant to section 365(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the Debtors to reject the Vacant SONET Rings (as defined in the Motion) and the agreements governing the Vacant SONET Rings (collectively, the “Agreements”), as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. § 1408 and 1409; and due and proper notice of the Motion having been provided, and it appearing that no other or further notice need be provided; and the relief requested in the Motion being in the best interests of WorldCom and its estates and creditors; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Hearing having been adjourned with respect to certain of the Vacant SONET Rings identified in the Motion (the “Adjourned Rings”); and the Motion having been granted, in part, by Order entered on November 19, 2002 with respect to certain of the Vacant Sonet Rings; and the Court having heard the statements in support of the relief requested in the Motion with respect to the Adjourned Rings at a hearing before the Court (the “Adjourned Rings Hearing”); and upon the Motion, the papers in support thereof, the objections thereto, and the record of the Adjourned Rings Hearing; and the Court having determined that the legal and factual bases set forth in the Motion and at the Adjourned Rings Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is

ORDERED that the Motion is granted as modified herein with respect to certain of the Adjourned Rings; and it is further

ORDERED that the following Vacant SONET Rings and related Agreements between the Debtors and Verizon are rejected, effective as of the dates set forth below:

Vacant SONET Ring Effective Date of Rejection

DCA8/IAD1/IAD2 — NCRN44 (AOL) November 15, 2002 WashDC Sonet 3 — BA (NCRN42) (AOL) November 15, 2002 WashDC Sonet 4 — BA (NCRN43) (AOL) November 15, 2002

and it is further

ORDERED that the Vacant SONET Ring identified as “Portland (SONWLV)” (the “Portland Ring”) is rejected with the effective date of rejection being the later of: (i) October 25, 2002 or (ii) the effective date of the disconnect notice submitted by Worldcom to disconnect the last active tail circuit connected to the Portland Ring; and it is further

ORDERED that Dallas SONET 01-GTE (198R) (Irving) and Dallas SONET 01-GTE (199R) (Plano) (together, the “Dallas SONET Rings”) and the related Agreements are rejected effective as of the date upon which WorldCom submits a valid disconnect notice for the Dallas SONET Rings and all of the tail circuits related to such rings; and it is further

ORDERED that the Hearing on the Motion with respect to the Vacant SONET Ring identified as “Westchester-Manhattan (N3UN48)” has been adjourned.