Case: jtg Doc #:182 Filed: 02/29/16 Page 1 of 15 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF MICHIGAN.

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1 Case: jtg Doc #:182 Filed: 02/29/16 Page 1 of 15 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF MICHIGAN In re: Chapter 11 GREAT LAKES COMNET, INC. et al. 1 Debtors. Case No (JTG) (Jointly Administered) / Honorable John T. Gregg DEBTORS APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LOOMIS, EWERT, PARSLEY, DAVIS & GOTTING, P.C. AS SPECIAL COUNSEL TO THE DEBTORS NUNC PRO TUNC Great Lakes Comnet, Inc. ( GLC ) and Comlink, L.L.C. ( Comlink ) (collectively the Debtors ), by and through their proposed special counsel, Loomis, Ewert, Parsley, Davis & Gotting, P.C. ( Loomis Ewert ), each hereby applies (the Application ) to the Court for entry of an order authorizing the retention and employment of Loomis Ewert pursuant to 327(e) and 328 of title 11, United States Code, 101 et seq. (the Bankruptcy Code ), Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and LBR 2014 and , nunc pro tunc as of January 25, 2016 (the Petition Date ), the date on which each Debtor filed its petition for bankruptcy relief. In support of the Application, the Debtors state as follows. JURISDICTION AND BACKGROUND 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and The Debtors continue in possession of their property and are operating and managing their businesses, as debtors in possession, pursuant to 1107 and 1108 of the 1 The Debtors are Great Lakes Comnet, Inc. (Case No ) and Comlink, L.L.C (Case No ).

2 Case: jtg Doc #:182 Filed: 02/29/16 Page 2 of 15 Bankruptcy Code. An Official Committee of Unsecured Creditors was appointed on January 29, [Doc. No. 68]. 3. The principal legal bases for the relief requested herein are 327(e) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and LBR 2014 and The factual background relating to the Debtors' business and the commencement of these chapter 11 cases is set forth in detail in the Declaration of John Summersett in Support of Chapter 11 Petitions and First Day Motions (the Summersett Declaration ). [Doc. No. 6]. 5. GLC, based in East Lansing, Michigan, owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC s services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. 2 Its fiber and data center-related customers include Verizon, Spectrum Health, Consumers Energy, Google, and the City of East Lansing. Its fiber network borders or serves key Michigan markets, such as Detroit, Grand Rapids, Lansing, and Ann Arbor. GLC provides telecommunications services to telecommunications carrier customers. GLC provides tandem switching and tandem transport services through its tandem switch located in Westphalia, Michigan. 6. GLC has two wholly-owned subsidiaries: Comlink and Clinton County Telephone Company ( CCTC ). CCTC serves residential and business customers through its two whollyowned subsidiaries: Westphalia Telephone Company ( WTC ), operating across the towns of Westphalia, Portland, St. Johns, and Dewitt, Michigan, serving nearly 850 residential and 75 business customers with voice, data, and video services and Westphalia Broadband, Inc. 2 Signaling System 7, or SS7 for short, refers to the basic services provided to establish and route telephone calls, along with related services (e.g., billing)

3 Case: jtg Doc #:182 Filed: 02/29/16 Page 3 of 15 ( WBI ), offering triple play services with nearly 875 customers, including over 235 business customers across the same geographic territory. CCTC, WTC and WBI are non-debtor subsidiaries and affiliates of GLC and are not participants in these bankruptcy cases. 7. Comlink provides data and communication services, including dedicated ultrahigh-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Comlink owns and operates a portion of GLC s fiber network and the majority of its data center assets, servicing enterprise and carrier customers. RELIEF REQUESTED 8. By this Application, the Debtors seek entry of an order authorizing the employment and retention of Loomis Ewert as special counsel to the Debtors with respect to certain currently pending and anticipated trial and appellate litigation and administrative proceedings, and other regulatory and legal matters particular to the Debtors business operations (collectively the Legal Proceedings ), including without limitation, Westphalia Tel. Co and Great Lakes Comnet, Inc. v AT&T Corp., Case No. U (Michigan Public Service Commission); Westphalia Tel. Co. & Great Lakes Comnet Inc. v AT&T Corp., Case No (Michigan Court of Appeals); Great Lakes Comnet, Inc. & Westphalia Telephone Co. v. AT&T Corp., Case No. 1:15-cv (Western District of Michigan); Comlink, LLC v. Summit Digital, Inc. and Thomas A. Nix, Case No. 15-K CK (Ionia County, Michigan Circuit Court); Comlink, LLC v. Markur Communications, LLC, Case No CK (Wexford County, Michigan Circuit Court); and such other matters as the Debtors should expressly authorize, including regulatory compliance filings and matters before state and federal regulatory agencies and other legal matters

4 Case: jtg Doc #:182 Filed: 02/29/16 Page 4 of 15 BASIS FOR RELIEF REQUESTED 9. Section 327(e) of the Bankruptcy Code provides that a debtor in possession, subject to court approval, 11 U.S.C. 327(e). include may employ, for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed. 10. Moreover, Bankruptcy Rule 2014(a) requires that an application for retention Fed. R. Bankr. P. 2014(a). specific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant s knowledge, all of the [firm s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. 11. Because of the nature of the Debtors business operations, regulatory issues requiring a specialized legal skill set necessarily arise. The Debtors selected Loomis Ewert as special counsel because of Loomis Ewert s (1) expertise, experience and knowledge in the field of Telecommunications Law; (2) expertise, experience, and knowledge in practicing before the Federal and State courts, and the administrative fora in which the Legal Proceedings are or will be pending; and (3) experience in representing the Debtors in past matters and, thus, its familiarity with the Debtors businesses and legal matters. 12. Loomis Ewert represented the Debtors with respect to the Legal Proceedings prior to the filing of the Debtors bankruptcy petitions. If the Debtors were required to retain counsel - 4 -

5 Case: jtg Doc #:182 Filed: 02/29/16 Page 5 of 15 other than Loomis Ewert to assist with the Legal Proceedings, the Debtors and their estates would be unduly prejudiced by the time and expense required for the new counsel to become familiar with the intricacies of the Debtors business operations and regulatory concerns. 13. Accordingly, the Debtors believe that Loomis Ewert is both well qualified and uniquely able to represent them as special counsel with regard to the Legal Proceedings in an efficient and effective manner. SERVICES TO BE RENDERED 14. The professional services of Loomis Ewert has rendered and, if approved, will render to the Debtors will include, but will not be limited to, the following: a. Advising the Debtors with respect to their rights, powers and duties as regulated entities in the continued management and operation of their business affairs and property; b. Advising and consulting with the Debtors regarding the conduct of the Legal Proceedings, including all legal and administrative requirements associated with the Legal Proceedings; c. Taking all necessary action to protect and preserve the Debtors estates by the prosecution and defense of the Legal Proceedings and representation of the Debtors in regulatory matters before Federal and Michigan regulatory agencies; and d. Performing all other necessary or appropriate legal services and providing all other necessary legal advice to the Debtors and their bankruptcy counsel in connection with the Legal Proceedings as they relate to the Debtors chapter 11 cases. PROFESSIONAL COMPENSATION 15. For services rendered by Loomis Ewert, the Debtors propose to pay Loomis Ewert at rates that do not exceed those that Loomis Ewert customarily charges to its other clients for work of this type, and to reimburse Loomis Ewert according to its customary reimbursement policies, all subject to and in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Western District of Michigan, as well as applicable guidelines - 5 -

6 Case: jtg Doc #:182 Filed: 02/29/16 Page 6 of 15 established by the Office of the United States Trustee ( UST Guidelines ). Loomis Ewerts rates are set forth in paragraph 16 below and in the Declaration of Michael G. Oliva (the Oliva Declaration ) attached hereto as Exhibit A. 16. Loomis Ewert categorizes its billings by subject matter, in compliance with the UST Guidelines. Subject to this Court s approval under 330 and 331 of the Bankruptcy Code, the UST Guidelines, Bankruptcy Rule 2016 and the Local Rules, Loomis Ewert agrees to charge, and the Debtors have agreed to pay, Loomis Ewert s hourly rates as of the Petition Date, which currently are as follows: $200-$500 / hour for Principals and Of Counsel $150-$200 / hour for Associates $75-$150 / hour for Paralegals The hourly rates set forth herein are subject to periodic adjustment to reflect economic and other conditions, which adjustments typically occur on January 1 of each year. 17. Loomis Ewert is customarily reimbursed for all expenses it incurs in connection with its representation of a client in a given matter. Such expenses include, without limitation, travel costs, telecommunications, express mail, messenger service, photocopying costs, and document processing computerized research charges, court fees and transcript costs. 18. Loomis Ewert acknowledges that all amounts paid to Loomis Ewert during these chapter 11 cases are subject to final allowance by this Court. Loomis Ewert intends to apply to the Court for the allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules and Local Rules, and all orders entered by this Court, for all services performed and expenses incurred after the Petition Date. 19. Although Loomis Ewert has received compensation from the Debtors prior to the Petition Date, all such compensation was for regulatory representation and advice and for legal - 6 -

7 Case: jtg Doc #:182 Filed: 02/29/16 Page 7 of 15 services not directly related to the Debtors bankruptcy cases. The Debtors do not owe any prepetition debts to Loomis Ewert. OTHER PROFESSIONAL RELATIONSHIPS 20. As Loomis Ewert is proposed as special counsel to provide services in connection with the Legal Proceedings, section 327(e) of the Bankruptcy Code does not require that Loomis Ewert be disinterested persons as defined in section 101(14) of the Bankruptcy Code. Rather, section 327(e) of the Bankruptcy Code only requires that Loomis Ewert not represent or hold any interest adverse to the Debtors or the estates with respect to the matters on which Loomis Ewert is to be employed. 21. As a precaution, however, Loomis Ewert s database of client matters was searched to determine whether Loomis Ewert has or has had any relationship with the Debtors, the Debtors unsecured creditors, the entities in which the Debtors maintain equity interests, and the Debtors secured creditors. Based on the results of that search, to the best of the Debtors knowledge, Loomis Ewert and its principals and associates a. Are not creditors, equity security holders, or insiders of the Debtors; b. Are not and were not, within two years before the Petition Date, directors, officers or employees of the Debtor; and c. Do not hold or represent any interest materially adverse to the interest of the Debtors estate and are not related to any Judge of this Court, the United States Trustee for the Western District of Michigan or any employee of the United States Trustee in his District. 22. Through its search of its database, Loomis Ewert has determined that it has represented and may continue to represent the parties disclosed on Exhibit B on matters wholly unrelated to these bankruptcy cases. Loomis Ewert will not represent any of these parties in these bankruptcy cases or in any action adverse to the Debtors

8 Case: jtg Doc #:182 Filed: 02/29/16 Page 8 of 15 2

9 Case: jtg Doc #:182 Filed: 02/29/16 Page 9 of 15 EXHIBIT A UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MICHIGAN In re: Chapter 11 GREAT LAKES COMNET, INC. Case No jtg Debtor. In re: Chapter 11 COMLINK, L.L.C. Case No jtg Debtor. / Honorable John T. Gregg DECLARATION OF MICHAEL G. OLIVA IN SUPPORT OF THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LOOMIS EWERT PARSLEY DAVIS & GOTTING, P.C. AS SPECIAL COUNSEL TO THE DEBTORS NUNC PRO TUNC 1. I am Michael G. Oliva, a Principal with Loomis Ewert Parsley Davis & Gotting, P.C. ( Loomis Ewert ), which has offices at 124 West Allegan St., Suite 700, Lansing, Michigan I have personal knowledge of the matters set forth herein, and I am in all respects competent to make this Declaration. I am a member in good standing of the State Bar of Michigan, and I have been admitted to practice in the United States Bankruptcy Court for the Western District of Michigan. There are no disciplinary proceedings pending against me. 2. I submit this Declaration in support of the Debtors Application for Entry of an Order Authorizing the Employment and Retention of Loomis Ewert Parsley Davis & Gotting, P.C. as Special Counsel to the Debtors Nunc Pro Tunc (the Application ) as proposed special counsel for the Debtor pursuant to 327(e) of title 11 of the United States Code (the Bankruptcy Code ) and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ).

10 Case: jtg Doc #:182 Filed: 02/29/16 Page 10 of 15 Loomis Ewert s Qualifications 3. The Debtors seek to retain Loomis Ewert because of Loomis Ewert s (1) expertise, experience and knowledge in the field of Telecommunications Law and procedure, (2) its expertise, experience, and knowledge in practicing before Federal Courts and Administrative bodies with regard to telecommunications issues and disputes, and (3) its experience in representing the Debtors in past matters and, thus, its familiarity with the Debtors businesses. 4. In preparing for its representation of the Debtors in these chapter 11 cases, Loomis Ewert has become familiar with the Debtors business and many of the potential legal issues that may arise as a result of these chapter 11 cases. Services to be Provided 5. It is anticipated that the Debtors will continue as debtors in possession and, as such, will require the representation of special counsel during their chapter 11 proceedings in order to assist them in carrying out their duties pursuant to chapter 11, which representations likely will include, but not necessarily be limited to (a) (b) (c) (d) Advising the Debtors with respect to their rights, powers and duties as regulated entities in the continued management and operation of their business affairs and property; Advising and consulting with the Debtors regarding the conduct of the Legal Proceedings, including all legal and administrative requirements associated with the Legal Proceedings; Taking all necessary action to protect and preserve the Debtors estates by the prosecution and defense of the Legal Proceedings and representation of the Debtors in regulatory matters before Federal and Michigan regulatory agencies; and Performing all other necessary or appropriate legal services and providing all other necessary legal advice to the Debtors and their bankruptcy counsel in connection with the Legal Proceedings as they relate to the Debtors chapter 11 cases

11 Case: jtg Doc #:182 Filed: 02/29/16 Page 11 of 15 Loomis Ewert s Professional Relationships 6. Based on the results of the conflict search conducted to date, more fully described below, to the best of my knowledge, neither I, nor Loomis Ewert, nor any principal or employee thereof, insofar as I have been able to ascertain, has any connection with the Debtors, its creditors, or other parties in interest. Loomis Ewert does not represent or hold any interest adverse to the Debtors or the estates with respect to the matters on which Loomis Ewert is to be employed. 7. Neither Loomis Ewert, nor any of its partners and employees, (a) is a creditor, an equity share holder, or an insider of the Debtors; (b) was, within two years before the date of filing of the Debtors chapter 11 petition, a director, officer, or employee of the Debtors; or (c) has an interest materially adverse to the interests of the Debtors estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. 8. To the best of my knowledge, Loomis Ewert has not been retained to assist any entity or person other than the Debtors on matters relating to, or in connection with, these chapter 11 cases. If this Court approves the proposed employment of Loomis Ewert by the Debtors, Loomis Ewert will not accept any engagement to perform any service for any entity or person other than the Debtors in connection with these chapter 11 cases. 9. Loomis Ewert has conducted a conflicts check, through a search of its client database, regarding its connections with the Debtors and other parties in interest, such as creditors. A search of Loomis Ewert s client database is designed to reveal any representation of, or potential conflict with, the entity searched or any known subsidiary or affiliate. This search was as complete as possible under the circumstances, but Loomis Ewert recognizes that additional parties in interest may be identified during the course of these chapter 11 cases. As - 3 -

12 Case: jtg Doc #:182 Filed: 02/29/16 Page 12 of 15 parties become known, or make appearances in these cases, Loomis Ewert will supplement its disclosures as necessary and appropriate. 10. To the best of my knowledge as of the date of this Declaration, Loomis Ewert s conflict check has not revealed the existence of any matters adverse to the interests of the Debtors. 11. Based on the conflicts search conducted to date, to the best of my knowledge, neither I, Loomis Ewert, nor any member, counsel, or associate thereof, insofar as I have been able to ascertain, has any connection with the Debtors, its creditors, or any other parties in interest, their respective attorneys or accountants, nor with the United States Trustee or any person employed in the office of the United States Trustee, except as disclosed herein. 12. Loomis Ewert will periodically review its files during the pendency of this chapter 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Loomis Ewert will use reasonable efforts to identify any such further developments and will promptly file a supplemental affidavit pursuant to Rule 2014(a) of the Bankruptcy Rules. Compensation Received by Loomis Ewert from the Debtor 13. Loomis Ewert has provided and agrees to continue to provide assistance to the Debtors in accordance with the terms and conditions in the Application. 14. Loomis Ewert has not received any payments or compensation from the Debtors or their affiliates for services directly related to this bankruptcy case. 15. As of the Petition Date, the Debtors do not owe any amounts to Loomis Ewert for legal services rendered before the Petition Date

13 Case: jtg Doc #:182 Filed: 02/29/16 Page 13 of 15 Professional Compensation 16. Loomis Ewert intends to apply for compensation for professional services rendered in connection with these chapter 11 cases subject to approval of this Court and in compliance with applicable provisions of the Bankruptcy Code, this Court s Local Rules and Orders of this Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges that Loomis Ewert incurs. Loomis Ewert will charge the Debtors hourly rates consistent with the rates it charges for matters of this type. 17. Loomis Ewert s hourly rates for 2016 are as follows: $200-$500 / hour for Principals and of Counsel $150-$200 / hour for Associates $75-$150 / hour for Paralegals These rates may increase annually. 18. Loomis Ewert s hourly rates are set at a level designed to fairly compensate Loomis Ewert for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly rates vary with experience and seniority of the individuals assigned. 19. It is Loomis Ewert s policy to charge its clients for expenses incurred in connection with the client s case. The expenses charged to clients include, among other things, photocopying, witness fees, travel expenses, filing and recording fees, postage, express mail and messenger charges. Loomis Ewert will charge the Debtors for these expenses in a manner and at rates consistent with those it generally charges its other clients. 20. No promises have been received by Loomis Ewert, nor by any member, counselor, or associate thereof, as to compensation in connection with these chapter 11 cases; other than in accordance with the provisions of the Bankruptcy Code. 21. Loomis Ewert further states pursuant to Rule 2016(b) of the Bankruptcy Rules that it has not shared, nor agreed to share (a) any compensation it has received or may receive - 5 -

14 Case: jtg Doc #:182 Filed: 02/29/16 Page 14 of 15

15 Case: jtg Doc #:182 Filed: 02/29/16 Page 15 of 15 EXHIBIT B Parties represented by Loomis Ewert in unrelated matters 1. Barry County Telephone Company 2. Blanchard Telephone Association 3. Bloomingdale Communications Inc 4. Bloomingdale Telephone Company 5. Carr Telephone Company 6. City Of Detroit 7. Consumers Energy Company 8. Ele s Place 9. Everstream Solutions LLC 10. Frontier Communications 11. Frontier Communications of Michigan 12. Hiawatha Communications Inc 13. Hiawatha Telephone Company 14. Lansing Board Of Water And Light 15. Michigan Chamber Of Commerce 16. Peninsula Fiber Network, LLC 17. Telecommunications Association Of Michigan 18. Universal Sign, Inc. 19. Westphalia Telephone Company 20. Winn Telecom

16 Case: jtg Doc #:182-1 Filed: 02/29/16 Page 1 of 2 EXHIBIT C UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF MICHIGAN In re: Chapter 11 GREAT LAKES COMNET, INC. et al. 1 Debtors. Case No (JTG) (Jointly Administered) / Honorable John T. Gregg ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LOOMIS EWERT PARSLEY DAVIS & GOTTING, P.C. AS SPECIAL COUNSEL TO THE DEBTORS NUNC PRO TUNC Before the Court is the Debtors Application for Entry of an Order Authorizing the Employment and Retention of Loomis Ewert Parsley Davis & Gotting, P.C. as Special Counsel to the Debtors Nunc Pro Tunc filed on February 19, 2016 (the Application ). Having reviewed the Application and the attached Declaration of Michael G. Oliva, the Court finds that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (b) this is a core proceeding under 28 U.S.C. 157(b); (c) the law firm of Loomis Ewert Parsley Davis & Gotting, P.C. appears qualified to represent the Debtors and neither it nor its members, counselors, or associates appears to represent any interest adverse to the Debtors; and (d) just cause exists for granting the relief contained herein; now therefore it is hereby ORDERED AS FOLLOWS: 1. The Application is GRANTED and approved, and pursuant to 11 U.S.C. 327(e) and 328 of the Bankruptcy Code, the Debtors are authorized to employ Loomis Ewert Parsley Davis & Gotting, P.C. as special counsel in accordance with the terms and provisions of the Application, nunc pro tunc. 1 The Debtors are Great Lakes Comnet, Inc. (Case No ) and Comlink, L.L.C (Case No ).

17 Case: jtg Doc #:182-1 Filed: 02/29/16 Page 2 of 2 2. The compensation of Loomis Ewert Parsley Davis & Gotting, P.C. for services rendered to the Debtors will be at the regular hourly rates set forth in the Application, subject to the approval of this Court. All fees and expenses are subject to final approval of this Court. END OF ORDER Order prepared and submitted by: Michael G. Oliva (P29038) Jeffrey S. Theuer (P44161) Loomis, Ewert, Parsley, Davis & Gotting, P.C. Proposed Special Attorneys for the Debtors 124 West Allegan, Suite 700 Lansing, MI (517) Proposed Special Attorneys to the Debtors and Debtors-in-Possession

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