In re: : Case No AJG. WORLDCOM, INC., et al : (Jointly Administered) MOTION AND APPLICATION FOR EXPENSES AND ATTORNEY FEES

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1 UNITED STATES BANKRUPTCY COURT Hearing Date: September 25,2007 SOUTHERN DISTRICT OF NEW YORK Objection Date: September 20,2007 In re: : Case No AJG WORLDCOM, INC., et al : (Jointly Administered) Debtors : MOTION AND APPLICATION FOR EXPENSES AND ATTORNEY FEES I. INTRODUCTION Pursuant to Rule 23 (h) and Rule 54 (d) (2), Class Counsel 1 in the Louisiana Right of Way Settlement hereby move the court for a final award of attorney fees and expenses arising out of the settlement approved by this court in its order of June 13, Docket No This order allows Class Counsel 30 days to file an application for an award of attorney fees. II. BACKGROUND The movers are Class Counsel in the Louisiana Right of Way Settlement. In October, 1994, William Kimball, et al ( Claimants ) filed a class action petition for damages in Louisiana state district court against WilTel, Inc. ( WilTel ), one of the predecessors of WorldCom Network Services, Inc. ( MWNS ). The petition claimed trespass and other damages arising out of WilTel s installation and operation of a fiber optic system within the rights-of-way of several railroads. A separate identical class action was filed in the same Louisiana state district court against co-defendants Sprint Communications Co., L.P. ( Sprint ) and MCI Telecommunications Corp., Inc. ( MCI ). MCI is also a predecessor to MWNS. 1 Class Counsel include Victor Marcello, Michael Mangham and Patrick Pendley. William Steffes, bankruptcy counsel, was hired by Class Counsel after MWNS filed for Chapter 11 protection

2 After extensive discovery in these state class actions, the parties entered into mediation. After two lengthy mediation sessions and prolonged negotiations, MWNS and Sprint agreed to jointly settle the claims asserted in both state class actions for a total of $55,000, In September, 2001, the state district court certified a settlement class and preliminarily approved the settlement (hereinafter Settlement Agreement ). See Exhibits to Docket No Prior to the fairness hearing, MWNS filed the above captioned Chapter 11 proceeding. 2 On January 21, 2003, Claimants filed a settlement class proof of claim in this proceeding against the Debtor (claim # 25038). In May, 2005, the Claimants on behalf of the Settlement Class and MCI Inc. and its direct and indirect subsidiaries (the Reorganized Debtors ) entered into a Settlement Implementation Agreement (hereinafter Implementation Agreement ) in which the Implementation Parties agreed to proceed with the state court Settlement Agreement in accordance with the Settlement Agreement s status as a non-executory, pre-petition contract of MWNS. See 16422, Exhibit 6. The Implementation Agreement provides that members of the class who submit valid claims are to be paid benefits as either allowed Class 4 general unsecured claims or allowed Class 6 general unsecured claims. Both the Settlement Agreement and the Implementation Agreement address the issue of Class Counsel s fees. The Settlement Agreement (paragraph IV.D) provides in pertinent part: 1. Settlement Class Defendants shall pay the reasonable fees and expenses of Settlement Class Counsel as determined and awarded by the Court. Settlement Class Counsel, however, shall not seek from the Court a total cash award of fees and expenses in excess of $18,333,333, which is one-third of the maximum 2 The Settlement Agreement provided that the obligations of MWNS and Sprint were divisible and several, so the fairness hearing as to Sprint s obligation was held as scheduled in state district court. The settlement as it applied to Sprint was approved by the state district court, and the objectors appealed. The Louisiana First Circuit Court of Appeals reversed on a notice issue, finding that notice should have been given to the Sprint settlement class that MWNS was not participating in the joint settlement. State v. Sprint Communications Co., L.P., 897 So.2d 85 (La.App. 1 Cir. 2004). The Sprint settlement is now rescheduled for a fairness hearing

3 possible settlement amount of $55 million that Settlement Class Defendants have agreed to pay. Settlement Class Defendants shall not object to an award of fees and expenses up to and including that amount. 2. The Parties understand and agree that Settlement Class Counsel may seek an interim award(s) of fees and expenses, which shall be payable to Settlement Class Counsel upon approval by the Court; provided however, that Settlement Class Defendants shall not be required to pay any such fees and expenses unless and until the Order and Judgment is Final, and that the Settlement Class Defendants interim award(s) of fees and expenses to Settlement Class Counsel will amount to no more than half of the total fees and expenses to be paid. The balance of the award of fees and expenses shall be paid after payments have been made to Settlement Class Members who have made valid claims. Moreover, Settlement Class Defendants total maximum obligation for Settlement Class Counsel s fees and expenses over the duration of this Agreement and thereafter is the $18,333,333 limitation stated in Section IV.D.1, supra. The Implementation Agreement provides in pertinent part: Docket No , Exhibit 1, Part A, Page Paragraph IV.D of the Settlement Agreement shall govern with respect to the payment of any attorneys fees and expenses awarded to Settlement Class Counsel, except that (a) the award of fees and expenses will be made by the Bankruptcy Court; (b) Settlement Class Counsel shall not seek from the Bankruptcy Court an amount greater than that specified in Paragraph IV.D of the Settlement Agreement, less the amount Sprint would have been responsible to pay pursuant to the terms of the Settlement Agreement; and (c) the award of attorneys fees and expenses will be treated as allowed Class 6 general unsecured claims and paid in accordance with the Bankruptcy Plan. The full value of Settlement Class Counsels attorneys fees and expenses (i.e., prior to adjustment in accordance with the Bankruptcy Plan), however, shall be used to calculate the Fully Qualifying Linear Foot Amount. Docket No , Exhibit 6 On July 13, 2005, Reorganized Debtors and Claimants filed a joint motion for certification of the Louisiana Right of Way Settlement. Docket No This Court certified a Settlement Class as requested and preliminarily approved the settlement. Docket No ( Preliminary Order ). This Preliminary Order was thereafter supplemented because of the disruption caused by hurricanes Katrina and Rita. In its order dated October 20, 2005, this - 3 -

4 Court delayed notification to residents of Orleans, Jefferson, St. Tammany, and Calcasieu Parishes ( Hurricane-Affected Parishes ), established a new deadline for objections and optouts, and scheduled a fairness hearing regarding the settlement of claims arising out of the non- Hurricane Affected Parishes. Docket No Two groups of objectors (the McCormick Objectors and the Alexander Objectors ) filed timely objections. After a fairness hearing (held February 7, 2006) and extensive post-hearing briefing, this Court approved the settlement of the class claims regarding properties located in the non-hurricane Affected Parishes. See opinion of July 26, Docket No The order approving the settlement was entered on August 29, 2006 (Docket No ). This order was appealed to the district court and affirmed. The objectors did not appeal to the Second Circuit. Class Counsel jointly submitted an application for an aggregate award of attorney fees and expenses regarding the settlement of claims related to the Non-Hurricane Affected Parishes. Docket Nos This fee application was heard by this Court on April 17, Subsequently, this Court awarded an interim allowance of expenses and attorney fees. This interim allowance was calculated by determining the value of the attorney fee claim based on one-third of the maximum possible settlement amount for of the class claims related to the Non- Hurricane Affected Parishes. The expense and attorney fee allowance awarded by the Court was $10,921,059 (one third of $32,763,177). Order entered May 4, Docket No The order provided that said allowance of expenses and attorney fees be treated as an allowed Class 6 general unsecured claim and paid in accordance with the Debtors Joint Modified Second Amended Plan of Reorganization under Chapter 11 that was confirmed by entry of order dated October 31,

5 III. PLAINTIFFS COUNSEL ARE ENTITLED TO AN AWARD OF FEES AND THE REIMBURSEMENT OF EXPENSES REGARDING THE HURRICANE AFFECTED PARISHES The settlement of the claims related to the Hurricane-Affected parishes was approved by this Court s order entered on June 13, Docket No At hearing of Class Counsel s application for interim attorney fees regarding the non-hurricane parishes held on April 17, 2007, Class Counsel informed the Court that in applying for a fee award with regard to the Hurricane-Affected parishes, they would rely on the evidence and briefing previously filed in connection with their fee application regarding the Non-Hurricane Affected parishes. Attached hereto as Exhibit A for the Court s convenience is the MOTION AND APPLICATION FOR EXPENSES AND ATTORNEYS FEES previously filed by Class Counsel in connection with the Non-Hurricane affected parishes. In the Settlement Agreement, the defendants agreed to pay the reasonable fees and expenses of Settlement Class Counsel as determined by the court. Further, the parties agreed that such fees and expenses shall not exceed one third of the maximum possible settlement amount of $55,000,000. The Settlement Implementation Agreement states that MWNS s share of the maximum possible settlement amount shall be deemed to be $39, 289,097 (MWNS s proportionate share of $55 million, based on MWNS s ownership of 4,449,741 feet of Telecommunications Cable out of 6,229, 101 total feet of Telecommunications Cable for MWNS and Sprint), and MWNS s share of the total number of linear feet of Telecommunications Cable on Rights-of-Way in the State of Louisiana shall be deemed to be 4, 449,741 feet. Settlement Implementation Agreement, p. 5, at Docket No The maximum possible settlement amount attributable to MCI under the Settlement Agreement (i.e. combining Hurricane and non-hurricane parishes) is $39, 289,097. The - 5 -

6 maximum possible settlement amount on which this court based its previous interim award of attorney fees and expenses for the non-hurricane parishes is $32,763, (which was rounded down to $32, 763, 177). 3 The maximum possible settlement amount attributable to the Hurricane Affected Parishes is $6,525,920 ($39,289,097 - $32, = $ 6,525,920). In accordance with this Court s previous ruling and the terms of the Settlement Agreement and Settlement Implementation Agreement, Class Counsel request that this Court approve a final award of attorney fees and expenses regarding the Hurricane Affected Parishes in the amount of $2,175, (1/3 x $6,525,920 = $2,175,306.65) to be treated as an allowed Class 6 general unsecured claim and paid in accordance with the Bankruptcy Plan. See Settlement Implementation Agreement, p. 7, Docket No In requesting a fee award in this application, Class Counsel rely on the memoranda and evidence filed in connection with their fee application regarding the Non-Hurricane Affected parishes previously approved by this Court. Docket No IV. CONCLUSION AND REQUEST Class Counsel request that this Court enter an award for attorney fees and expenses in the amount of $2,175,306.65, to be treated as an allowed Class 6 general unsecured claim and paid in accordance with the Bankruptcy Plan, and in accordance with the terms of the Settlement 3 The non-hurricane parishes comprised per cent of the linear footage of MCI covered by the Settlement Agreement. The Hurricane parishes comprise the remaining %

7 Agreement and Settlement Implementation Agreement. 4 Respectfully submitted, TALBOT, CARMOUCHE & MARCELLO 214 W. Cornerview P.O. Box 759 Gonzales, LA Telephone: (225) /s/ Victor L. Marcello Victor L. Marcello (La. Bar Roll No. 9252) Donald T. Carmouche (La. Bar Roll No. 2226) John H. Carmouche (La. Bar Roll No ) Michael R. Mangham (La. Bar Roll No.9006) Donald J. Ethridge (La. Bar Roll No ) MANGHAM & ASSOCIATES, LLC 406 Audubon Boulevard, Suite A Lafayette, LA Telephone: (337) /s/ William E. Steffes William E. Steffes (La. Bar Roll No ) STEFFES, VINGIELLO & McKENZIE, L.L.C Coursey Blvd., Building 3 Baton Rouge, LA Telephone: (225) Patrick W. Pendley (La. Bar Roll No ) PATRICK W. PENDLEY, APLC Meriam St. P.O. Drawer 71 Plaquemine, LA Telephone: (225) Attorneys for Plaintiffs-Applicants, William Kimball, H. M. Kimball, Jr., Elizabeth Kimball Lewis, Katherine 4 The Settlement Agreement provides that when the Judgment becomes final, one half of the attorney fees and expense award is payable. The remaining half is payable after the claims process is complete and the class members have been paid in accordance with the terms of the settlement. See excerpts of Settlement Agreement and Settlement Implementation Agreement quoted at pp. 2-3, supra

8 McClelland Sibille, The Sibille Co., Inc., Individually and as Representatives of a Class of Those Similarly Situated - 8 -

9 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: : Case No AJG WORLDCOM, INC., et al : (Jointly Administered) Debtors : CERTIFICATE OF SERVICE I HEREBY CERTIFY that a copy of the above and forgoing document has been forwarded to all known counsel of record by placing same in the United States mail, postage prepaid, and properly addressed. Alfredo R. Perez WEIL, GOTSHALL & MANGES, L.L.P. 700 Louisiana, Suite 1600 Houston, TX Marcia L. Goldstein WEIL, GOTSHAL & MANGES, L.L.P. 767 Fifth Ave. New York, NY J. Alex Ward JENNER & BLOCK, L.L.P. 601 Thirteenth St., N.W. Washington, D.C Allen D. Darden PHELPS DUNBAR, L.L.P. 445 North Boulevard, Suite 701 P.O. Box 4412 Baton Rouge, LA Scott A. Powell Don P. McKenna HARE, WYNN, NEWELL & NEWTON 2025 Third Avenue North Suite 800 Birmingham, AL Darrel J. Papillion MOORE, WALTERS, THOMPSON, HOOVER, THOMAS, PAPILLION & CULLENS 6513 Perkins Rd. Baton Rouge, LA Baton Rouge, Louisiana 10 th day of July, /s/ William E. Steffes WILLIAM E. STEFFES - 9 -