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 14, 2004

Mark G. Ledwin, Esq. (ML-6873), Kathleen A. Daly, Esq. (KD-5817), WILSON, ELSER, MOSKOWITZ, EDELMAN DICKER LLP, White Plains, New York, Attorneys for Debtors and Debtors in Possession.

SECOND ORDER CONCERNING DEBTORS’ OBJECTION TO CERTAIN TAX CLAIMS FILED BY OR ON BEHALF OF VARIOUS MISSOURI MUNICIPALITIES [DOCKET NO. 12361]
ARTHUR GONZALEZ, Bankruptcy Judge

Upon consideration of the Debtors’ Objection to Certain Tax Claims Filed by or on Behalf of Various Missouri Municipalities (the “Claims Objection”) and accompanying notices of objection (the “Notices”) filed by WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”), dated September 2, 2004, seeking the expungement and disallowance of certain proofs of claim filed in these cases (the “Missouri Cities’ Claims”) [Docket No. 12361], and good and sufficient notice having been given in accordance with the Claims Objection Procedures Order; and it appearing that the Claims Objection with respect to the Missouri Claims listed on Exhibit A hereto should be adjourned, without prejudice, to January 18, 2005 at 10:00 a.m. EDT because the Debtors and Claimants are in engaged in settlement discussions to resolve those claims; and it appearing that

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the Debtors and counsel for certain of the Missouri Cities’ Claimants identified on Exhibit B, have settled those claims and as part of their settlement agreement, have further stipulated and agreed that those claims listed on Exhibit B can be expunged from the claims register; and it appearing that the Missouri Cities’ Claimant listed on Exhibit C has defaulted by failing to respond pursuant to the Claims Objection and the Notices and, therefore, the claim listed on Exhibit C hereto should be expunged; and after due consideration and sufficient cause appearing therefore, it is

ORDERED that the proofs of claim listed on Exhibit A hereto are hereby adjourned until January 18, 2005, at 10:00 am EDT, and that the Debtors have expressly reserved their right to object to these adjourned Missouri Cities’ Claims listed on Exhibit A
hereto; and it is further

ORDERED that the proofs of claim listed on Exhibit B hereto are hereby disallowed and expunged in their entirety pursuant to the Stipulation of the Claimant; and it is further

ORDERED that the proof of claim listed on Exhibit C hereto is hereby disallowed and expunged in its entirety; and it is further

ORDERED that, to the extent the Claims Objection, as filed, objects to any proofs of claim not addressed by this Order (the “Remaining Disputed Proofs of Claim”), then the Debtors’ reserve their rights to further prosecute their objections against the Remaining Disputed Proofs of Claim and nothing herein shall limit, restrict, or otherwise affect the Debtors’ right to do so.

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EXHIBIT A CLAIMS TO BE ADJOURNED TO JANUARY 18, 2005

Name of Debtor
Claim Against Which Claim Date Claimed
Claimant Number is Asserted Claim Amount Debt Incurred

City of Ferguson, 12591 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of Florissant, 12588 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of Kirkwood, 12587 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of Maplewood, 12342 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of O’Fallon, 12341 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of University City, 12338 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of Wellston, 12337 WorldCom Wireless,
Missouri Inc. $0 (unliquidated) 12/31/96 — Present

City of Ferguson, 12590 MCI WorldCom
Missouri Communications, Inc. $0 (unliquidated) 12/31/96 — Present

City of Florissant, 12589 MCI WorldCom
Missouri Communications, Inc. $0 (unliquidated) 12/31/96 — Present

City of Maplewood, 12343 MCI WorldCom
Missouri Communications, Inc. $0 (unliquidated) 12/31/96 — Present

City of O’Fallon, 12340 MCI WorldCom
Missouri Communications, Inc. $0 (unliquidated) 12/31/96 — Present

City of University City, 12339 MCI WorldCom
Missouri Communications, Inc. $0 (unliquidated) 12/31/96 — Present

City of Wellston, 12336 MCI WorldCom
Missouri Communications, Inc. $0 (unliquidated) 12/31/96 — Present

MCI WorldCom
City of Kirkwood 12586 Communications, Inc. $0 (unliquidated) 12/31/96 — Present

EXHIBIT B CLAIMS TO BE EXPUNGED PER STIPUATION WITH CLAIMANT

Name of Debtor
Claim Against Which Claim Date Claimed
Claimant Number is Asserted Claim Amount Debt Incurred

City of Springfield WorldCom, Inc. $0 (unliquidated) As of September 1,
23217 1998

City of Springfield 23216 WorldCom Wireless, $0 (unliquidated) As of September 1,
Inc. 1998

MCI WorldCom As of September 1,
City of Springfield 23218 Communications, Inc. $0 (unliquidated) 1998

MCImetro Access As of September 1,
Transmissions Services $0 (unliquidated) 1998
City of Springfield 23215 LLC

MCIWorldCom As of September 1,
City of Springfield 23220 Network Services, Inc. $0 (unliquidated) 1998

MCIWorldCom As of September 1,
City of Springfield 23221 Network Services, Inc. $0 (unliquidated) 1998

Brooks Fiber
Communications of As of September 1,
City of Springfield 23219 Missouri $0 (unliquidated) 1998

Brooks Fiber
Communications of As of September 1,
City of Springfield 23222 Missouri $0 (unliquidated) 1998

EXHIBIT C CLAIM TO BE EXPUNGED UPON DEFAULT

Name of Debtor
Claim Against Which Claim Date Claimed
Claimant Number is Asserted Claim Amount Debt Incurred

City of Farmington, MCI WorldCom 12/31/96-Petition
Missouri 15379 Communications, Inc. $0 (unliquidated) Date

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