Case: Doc #:15 Filed: 01/25/16 Page 1 of 29 UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MICHIGAN

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1 Case: Doc #:15 Filed: 01/25/16 Page 1 of 29 UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MICHIGAN In re: Chapter 11 GREAT LAKES COMNET, INC. Case No ( ) Debtor. In re: Chapter 11 COMLINK, L.L.C. Case No ( ) Debtor. / Honorable DEBTORS APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KURTZMAN CARSON CONSULTANTS, LLC AS OFFICIAL CLAIMS, BALLOTING AND NOTICING AGENT NUNC PRO TUNC TO THE PETITION DATE Great Lakes Comnet, Inc. ( GLC ) and Comlink, L.L.C. ( Comlink ; and collectively with GLC, the Debtors ), by and through their proposed counsel, Miller, Canfield, Paddock & Stone, PLC ( Miller Canfield ), each file this application (the Application ) for entry of an order pursuant to 28 U.S.C. 156(c), section 105(a) of the Bankruptcy Code, and Rule 2002(f) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) authorizing the retention and employment of Kurtzman Carson Consultants, LLC ( KCC ) as claims, balloting and noticing agent for the Debtors Nunc Pro Tunc to the Petition Date. In support of this Application, the Debtors incorporate the Declaration of John Summersett in Support of Chapter 11 Petitions and First Day Motions (the Summersett Declaration ) filed contemporaneously herewith, rely upon the Declaration of Evan Gershbein (the Gershbein Declaration ) attached hereto as Exhibit A and respectfully represent as follows: - 1 -

2 Case: Doc #:15 Filed: 01/25/16 Page 2 of 29 BACKGROUND AND JURISDICTION 1. On January 25, 2016 (the Petition Date ), the Debtors commenced their reorganization cases ( Cases ) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ). 2. 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 Bankruptcy Code. 3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and Venue of this case and this Motion in this District is proper pursuant to 28 U.S.C and This is a core proceeding pursuant to 28 U.S.C. 157(b). 4. The factual background relating to the Debtors businesses and the commencement of these chapter 11 cases is set forth in detail in the Summersett Declaration. 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. 1 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. 1 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: Doc #:15 Filed: 01/25/16 Page 3 of 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. ( 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 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 appointment of KCC as the official claims agent, balloting agent, and noticing agent (collectively, the Claims Agent ) to (a) maintain, process and docket claims and interests filed in these Cases, (b) provide noticing services on behalf of the Debtors, and (c) assist the Debtors in the process of distributing, receiving and tabulating ballots submitted in connection with any plan process, all pursuant to the terms and conditions of the Services Agreement and Pricing Agreement and the Corporate Restructuring Fee Structure appended thereto (collectively, the Services Agreement ) attached hereto as Exhibit B. The Debtors believe that KCC is well

4 Case: Doc #:15 Filed: 01/25/16 Page 4 of 29 qualified to serve in this capacity and that KCC s retention is in the best interests of the Debtors estates and their creditors. 9. Prior to the selection of KCC, the Debtors, guided by the assistance or reliance of their counsel, reviewed and competitively compared an engagement proposal from one other claims and noticing agent and submit that KCC s rates are competitive and reasonable given KCC s quality of services and expertise. Pursuant to the Services Agreement, KCC has agreed to a further 10% discount on hourly rates for the duration of the engagement. BASIS FOR RELIEF 10. The relief requested herein is appropriate under 28 U.S.C. 156(c) which governs staffing and expenses of the Court and states in pertinent part: 28 U.S.C. 156(c). Any court may utilize facilities or services, either on or off the court s premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title 11, United States Code, where the costs of such facilities or services are paid out of the assets of the estate and are not charged to the United States. 11. Pursuant to 11 U.S.C. 156(c), this Court is authorized to utilize facilities other than the Clerk s Office for the administration of bankruptcy cases, including such matters as providing record keeping and claims docketing assistance. 12. For the reasons set forth below, the Debtors believe it is necessary and in the best interests of their creditors and their estates to engage KCC to act as Claims Agent in order to assume full responsibility for, among other things, processing and docketing of all proofs of claim filed in the Cases. In addition, in connection with any plan proposed by the Debtors, the Debtors have determined that they will likely require the services of KCC to act as Claims Agent - 4 -

5 Case: Doc #:15 Filed: 01/25/16 Page 5 of 29 with respect to, inter alia, the mailing of the Debtors disclosure statement(s), plan(s) and ballots, and maintaining and tallying ballots in connection with the voting on such plan(s). 13. The Debtors creditor Matrix reflect approximately 1,000 creditors, claimants, or parties in interest in these Cases, all of which may impose heavy administrative burdens on the Court and the Offices of the Clerk of the Court (the Clerk s Office ) with respect to the receipt and filing of claims and/or ballots for any potential chapter 11 plan. 14. The Debtors respectfully submit that the appointment of KCC will expedite the claims and solicitation process and relieve the Clerk s Office of the administrative burden associated with such functions. Accordingly, the Debtors estates and creditors will benefit as a result of KCC s experience and cost-effective methods. 15. Services. As Claims Agent, KCC will undertake the actions and procedures provided in the Services Agreement including, but not limited to, the following: a. Maintaining a copy of the Debtors Schedules, listing creditors and amounts owed, as well as a copy of the mailing Matrix for the Debtors cases and assisting the Debtors with any updates to the Matrix that may be required from time to time; b. Furnishing a notice of the last date for the filing of proofs of claim and a form for filing a proof of claim to creditors and parties-in-interest; c. Docketing all claims filed and maintaining the official claims register on behalf of the Clerk and providing to the Clerk an exact duplicate thereof; d. Specifying in the claims register for each claim docket (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant, (iv) the filed amount of the claim, if liquidated, and (v) the allowed amount of the claim; e. Implementing necessary security measures to ensure the completeness and integrity of the claims Register and the safekeeping of the original claims; f. Relocating, by messenger or overnight delivery or other procedures that are satisfactory to the Clerk s Office, all of the court-filed proofs of claim to the offices of KCC, either weekly or within another time frame satisfactory to the Clerk s Office; - 5 -

6 Case: Doc #:15 Filed: 01/25/16 Page 6 of 29 g. Recording all transfers of claims and providing notices of the transfer as required pursuant to Bankruptcy Rule 3001(e); h. Maintaining a mailing list for all entities who have filed proofs of claim; i. Mailing the Debtors disclosure statement, plan, ballots and any other related solicitation materials to holders of impaired claims and equity interests; j. Receiving and tallying ballots and responding to inquiries respecting voting procedures and the solicitation of votes on the plan; k. Maintaining a Master Service List as specified in the Debtors Motion for an Order Establishing Certain Notice, Case Management and Administrative Procedures; l. Serving motions, objections, replies and other pleadings as may be directed by the Debtors; m. Upon the closing of the case, the conversion of the case to Chapter 7, or at some other time instructed by the Court, providing to the Court or Clerk s Office the final version of the claims register and transporting all original documents, in proper format, to such location as may be instructed by the Clerk s office, including to the Court or to any federal archives record administration; and n. Providing any other services or notices as are necessary or required as requested by the Debtors or the Court. 16. The services provided by KCC also include the use of a case specific website for dissemination of information to the public including access to web pages that have (a) docket information which mirrors the Court s docket, (b) filed claims and schedules, and (c) other administrative information regarding the case. Hence, the claims register(s) shall be open to the public for examination without charge during regular business hours and on a case-specific website. 17. Noticing Agent and Balloting Agent Services. As noted above, the Debtors seek Court approval for KCC to serve as the Debtors noticing agent, including without limitation: (a) notice of any bar date orders to creditors and parties in interest, together with any proof of claim form or other attendant papers relating to the bar date notices; and (b) notices to the Matrix relating to the dissemination of any disclosure statement, plan of reorganization, ballots, - 6 -

7 Case: Doc #:15 Filed: 01/25/16 Page 7 of 29 and other related papers pertaining to any plan solicitation or plan confirmation process. KCC would also receive, maintain and tabulate any ballots that are filed in connection with any plan process approved by the Court. 18. In connection with Debtors request that the Court authorize KCC to serve as noticing agent for the Debtors, KCC would coordinate and handle service to the Matrix that requires delivery of notice by United States mail, by , by facsimile, and/or by recognized overnight couriers such as Federal Express. Within seven (7) business days of service, KCC shall prepare and file, or cause to be filed with the Court, an affidavit or certificate or service which includes (i) a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date of service. Because KCC serves as court-appointed noticing agent for chapter 11 debtors in numerous bankruptcy cases and files certificates of service daily in various cases, KCC s staff are fully trained, knowledgeable, and experienced in the areas of serving court documents, assuring compliance with any specific court notice procedures or service instructions received from Debtors counsel, and timely preparation of certificates of service that accurately reflect the documents and parties served. 19. The Debtors believe that KCC is eminently qualified to serve as Claims Agent in these Cases and that the retention of KCC as the Claims Agent is in the best interests of the Debtors estates and creditors. KCC has performed similar services in jurisdictions across the country. E.g., In re Groeb Farms, Inc., Case No (Bankr. E.D. Mich. Oct. 1, 2013); In re City of Detroit, Michigan, Case No (Bankr. E.D. Mich. 2013) (similar relief under chapter 9); In re Energy Conversion Devices, Inc., Case No (Bankr. E.D. Mich. 2012); In re Greektown Holdings, LLC, et al., Case No (Bankr. E.D. Mich. 2008); In re Sepco - 7 -

8 Case: Doc #:15 Filed: 01/25/16 Page 8 of 29 Corporation, Case No (Bankr. N.D. Ohio Jan. 14, 2016); In re QSL of Medina, Inc. et. al., Case No (N.D. Ohio Nov. 16, 2015); In re Irwin Mortgage Corporation, Case No (Bankr. S.D. Ohio 2011); In re AmTrust Financial Corporation, et al., Case No (Bankr. N.D. Ohio 2009); In re Forum Health, Case No (Bankr. N.D. Ohio 2009); In re Milacron Inc., Case No (Bankr. S.D. Ohio 2009); In re The Wornick Company, et al., Case No (Bankr. S.D. Ohio 2008); In re Quiksilver, Inc., Case No (Bankr. D. Del. Sept. 10, 2015); In re Haggen Holdings, LLC, Case No (Bankr. D. Del. Sept. 8, 2015); In re Frederick s of Hollywood, Inc., Case No (Bankr. D. Del. May 18, 2015); In re Cal Dive Int l, Inc., Case No (Bankr. D. Del. Mar. 3, 2015); In re FCC Holdings, Inc., Case No (Bankr. D. Del. Aug. 25, 2014); In re Source Home Entm t, LLC, Case No (Bankr. D. Del. June 24, 2014); In re Dolan Co., Case No (Bankr. D. Del. Mar. 25, 2014); In re Sorenson Commc ns, Inc., Case No (Bankr. D. Del. Mar. 4, 2014). 20. Disinterestedness. The Gershbein Declaration represents that, to the best of KCC s knowledge, KCC is not materially connected with the Debtors, its creditors, other partiesin-interest, the United States Trustee or any person employed by the Office of the United States Trustee, and that to the best of KCC s knowledge, after due inquiry, KCC does not, by reason of any direct or indirect relationship to, connection with or interest in the Debtors, hold or represent any interest materially adverse to the Debtors, their estates or any class of creditors or equity interest holders with respect to the matters upon which it is to be engaged. Based upon the Gershbein Declaration, KCC is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code. In addition, KCC acknowledges and agrees that: - 8 -

9 Case: Doc #:15 Filed: 01/25/16 Page 9 of 29 a. KCC will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the claims and noticing agent in the Cases; b. By accepting employment in the Chapter 11 Cases, KCC waives any rights to receive compensation from the United States government in connection with the Cases; and c. In its capacity as the Claims Agent, KCC will not be an agent of the United States and will not act on behalf of the United States. 21. Charges and Compensation. KCC s compensation is set forth in the Services Agreement. To provide the requested claims agent services, the Debtors anticipate that KCC will charge certain hourly rates for time needed to, among other things, obtain and translate the creditors matrix information into a mailing database, process filed claims, perform mailings as requested, maintain a claims register as well as consultation surrounding the solicitation and processing of ballots. 22. The Debtors respectfully submit that such compensation is reasonable in light of the services to be performed by KCC as Claims Agent. Furthermore, the Debtors request authorization to compensate KCC for services rendered, without further order of this Court, upon the submission of monthly invoices by KCC summarizing, in reasonable detail, the services for which compensation is sought, if such invoices are not disputed by the Debtors, the U.S. Trustee, or the Unsecured Creditors Committee within twenty-one (21) days after such parties receive service of the same. In the event any disputed invoice cannot be resolved after good faith discussions by the parties, the Debtors will schedule a hearing before the Court to consider the same. KCC agrees to maintain records of all services showing dates, categories of services, fees charged and expenses incurred, and to include such information on the monthly invoices to be served on the notice parties described above and any other party-in-interest who specifically requests receipt of service of KCC s monthly invoices

10 Case: Doc #:15 Filed: 01/25/16 Page 10 of As part of the overall compensation payable to KCC under the terms of the Services Agreement, the Debtors have agreed to certain limitations of liability and indemnification obligations as described in the Services Agreement. These indemnification obligations exclude any losses arising from KCC s gross negligence or willful misconduct, and also any indemnification for any matter which does not comport with applicable law. 24. The Debtors believe that the proposed rates to be charged by KCC are reasonable and appropriate for services of this nature. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the Debtors hereby request that the fees to be charged by KCC together with its necessary and actual expenses be allowed as administrative expenses of the Debtors estates. 25. KCC acknowledges that it will perform these services contemplated in the Services Agreement in the event that the Cases are converted to Chapter 7 cases. 26. If KCC s services are terminated, KCC shall perform its duties until a complete transition with the Clerk s Office or any successor claims/noticing/balloting agent occurs, in accordance with the amounts and procedures set forth in the Services Agreement. In an effort to reduce the administrative expenses related to KCC s retention, the Debtors request that no fee application or other filing with this Court will be required by KCC. 27. KCC will comply with all requests of the Court Clerk s Office and follow the guidelines promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C. 156(c). 28. To the extent there is any inconsistency between this Application, the order approving KCC s retention (the Retention Order ) and the Services Agreement, the Retention Order shall govern

11 Case: Doc #:15 Filed: 01/25/16 Page 11 of 29 WHEREFORE, the Debtors respectfully request the Court grant the relief requested in this Application by entering an order, substantially in the form annexed hereto as Exhibit C, and granting such other and further relief as is just and proper. Respectfully requested, MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. By: /s/ Stephen S. LaPlante Timothy A. Fusco (P13768) Stephen S. LaPlante (P48063) Proposed Attorneys for the Debtors 150 West Jefferson, Suite 2500 Detroit, MI (313) Dated: January 25,

12 Case: Doc #:15 Filed: 01/25/16 Page 12 of 29 EXHIBIT A UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MICHIGAN In re: Chapter 11 GREAT LAKES COMNET, INC. Case No ( ) Debtor. In re: Chapter 11 COMLINK, L.L.C. Case No ( ) Debtor. / Honorable DECLARATION OF EVAN GERSHBEIN IN SUPPORT OF THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER APPOINTING KURTZMAN CARSON CONSULTANTS, LLC AS CLAIMS AND NOTICING AGENT NUNC PRO TUNC TO THE PETITION DATE Evan Gershbein makes this Declaration pursuant to 28 U.S.C. 1746, and states: 1. I am a Senior Vice President of Corporate Restructuring Services at Kurtzman Carson Consultants, LLC ( KCC ), with offices located at 2335 Alaska Avenue, El Segundo, California, 90245, telephone number (310) The matters set forth herein are made of my own personal knowledge and, if called and sworn as a witness, I could and would testify competently thereto. 2. This declaration is submitted in support of the application (the Application ) 1 of the debtors and debtors in possession (collectively, the Debtors ) for authorization to retain KCC as the official noticing and claims agent (the Claims Agent ) for the above-captioned 1 Capitalized terms not defined herein shall have the same meaning ascribed to them in the Application.

13 Case: Doc #:15 Filed: 01/25/16 Page 13 of 29 chapter 11 cases, pursuant to 28 U.S.C. 156(c), section 105(a) of the Bankruptcy Code and Bankruptcy Rule 2002(f). 3. As agent and custodian of the Court records pursuant to 28 U.S.C. 156(c), KCC will perform at the request of the office of the clerk of the bankruptcy court (the Clerk s Office ) the noticing and claims-related services specified in the Application and the Services Agreement. In addition, at the Debtors request, KCC will perform such other claims and noticing services specified in the Application. 4. KCC is one of the country s leading chapter 11 administrators with expertise in noticing, claims processing, balloting administration, and distribution. KCC is well-qualified to provide experienced noticing, claims and balloting services in connection with these chapter 11 cases. Indeed, KCC serves or has served as the noticing, claims and/or balloting agent in numerous cases in jurisdictions across the country, including but not limited to: In re Groeb Farms, Inc., Case No (Bankr. E.D. Mich Oct. 1, 2013); In re City of Detroit, Michigan, Case No (Bankr. E.D. Mich. 2013) (similar relief under chapter 9); In re Energy Conversion Devices, Inc., Case No (Bankr. E.D. Mich. 2012); In re Greektown Holdings, LLC, et al., Case No (Bankr. E.D. Mich. 2008); In re Sepco Corporation, Case No (Bankr. N.D. Ohio Jan. 14, 2016); In re QSL of Medina, Inc. et. al., Case No (N.D. Ohio Nov. 16, 2015); In re Irwin Mortgage Corporation, Case No (Bankr. S.D. Ohio 2011); In re AmTrust Financial Corporation, et al., Case No (Bankr. N.D. Ohio 2009); In re Forum Health, Case No (Bankr. N.D. Ohio 2009); In re Milacron Inc., Case No (Bankr. S.D. Ohio 2009); In re The Wornick Company, et al., Case No (Bankr. S.D. Ohio 2008); In re Quiksilver, Inc., Case No (Bankr. D. Del. Sept. 10, 2015); In re Haggen Holdings, LLC, Case No (Bankr. D. Del. Sept. 8, 2015); In re Frederick s of Hollywood, Inc., Case No (Bankr. D. Del.

14 Case: Doc #:15 Filed: 01/25/16 Page 14 of 29 May 18, 2015); In re Cal Dive Int l, Inc., Case No (Bankr. D. Del. Mar. 3, 2015); In re FCC Holdings, Inc., Case No (Bankr. D. Del. Aug. 25, 2014); In re Source Home Entm t, LLC, Case No (Bankr. D. Del. June 24, 2014); In re Dolan Co., Case No (Bankr. D. Del. Mar. 25, 2014); In re Sorenson Commc ns, Inc., Case No (Bankr. D. Del. Mar. 4, 2014). 5. KCC specializes in providing claims and noticing services and has provided identical or substantially similar services to chapter 11 debtors in other cases. Accordingly, I believe KCC is well-qualified to act as claims and noticing agent in these cases. 6. KCC represents, among other things, the following: a. KCC neither holds nor represents any interest materially adverse to the Debtors estates in connection with any matters for which KCC will be employed; b. I am not related or materially connected to and, to the best of my knowledge, no other professional of KCC is related to or materially connected to any United States Bankruptcy Judge for the Western District of Michigan or the Office of the United States Trustee or to any employee in the offices thereof; c. KCC will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the claims and noticing agent in these chapter 11 cases; d. By accepting employment in these chapter 11 cases, KCC waives any rights to receive compensation from the United States government in these chapter 11 cases; e. In its capacity as the claims and noticing agent in these chapter 11 cases, KCC will not be an agent of the United States and will not act on behalf of the United States; f. KCC will not employ any past or present employees of the Debtors in connection with its work as the claims and noticing agent in these chapter 11 cases; g. In its capacity as claims and noticing agent in these chapter 11 cases, KCC will not intentionally misrepresent any fact to any person; h. KCC shall be under the supervision and control of the Clerk s Office with respect to the receipt and recordation of claims and claim transfers; and i. None of the services provided by KCC as claims and noticing agent shall be at the expense of the Clerk s Office.

15 Case: Doc #:15 Filed: 01/25/16 Page 15 of To the best of my knowledge, KCC and each of its employees are disinterested persons, as that term is defined in 11 U.S.C. 101(14) and neither KCC nor any of its employees hold or represent an interest materially adverse to the Debtors estates related to any matter for which KCC will be employed. 8. In connection with the preparation of this Declaration, I caused to be submitted for review by our conflicts system the names of all known potential parties-in-interest (the Potential Parties in Interest ) in these cases, including but not necessarily limited to the following: the Debtors officers and board manager, their affiliated companies, their secured lenders, and the top 20 largest unsecured creditors. The list of Potential Parties in Interest was provided by the Debtors. The results of the conflict check were compiled and reviewed by employees of KCC, under my supervision. At this time, KCC is not aware of any relationship to disclose or any relationship that would present a disqualifying conflict of interest. KCC currently serves, or in the past may have served, in a neutral capacity as claims, noticing, balloting and/or solicitation agent, settlement administrator or other third party administrative service provider for this party or related parties. However, given KCC s neutral position as claims and noticing agent or administrative advisor in its cases, the Debtors cases or any other cases, KCC does not view such relationship as a real or potential conflict. Further, to the best of my knowledge, any such relationship is materially unrelated to these chapter 11 cases. Accordingly, to the best of my knowledge, KCC and each of its employees are disinterested persons, as that term is defined in section 101(14) of the Bankruptcy Code, and neither KCC nor any of its employees hold or represent an interest adverse to the Debtors estates related to any matter for which KCC will be employed. 9. To the best of my knowledge, neither KCC nor any of its personnel have any relationship with the Debtors that would impair KCC s ability to serve as claims and noticing

16 Case: Doc #:15 Filed: 01/25/16 Page 16 of 29 agent. KCC may have relationships with certain of the Debtors creditors as vendors or in connection with separate cases in which KCC serves or has served in neutral capacity as claims and noticing agent for another chapter 11 debtor or as administrative service provider. To the best of my knowledge, such relationships are materially unrelated to these chapter 11 cases. KCC personnel may have relationships with some of the Debtors creditors or other parties in interest. However, to the best of my knowledge, such relationships, to the extent they exist, are of a personal financial nature and materially unrelated to these chapter 11 cases. KCC has represented, and will continue to represent, clients in matters unrelated to these chapter 11 cases. In addition, KCC has had, and will continue to have, relationships in the ordinary course of its business with certain vendors, professionals, and other parties in interest that may be involved in the Debtors cases in matters unrelated to these cases. 10. KCC is an indirect subsidiary of Computershare Limited ( Computershare ). Computershare is a financial services and technologies provider for the global securities industry. Within the Computershare corporate structure, KCC operates as a separate, segregated business unit. As such, any relationships that Computershare and its affiliates maintain do not create an interest of KCC that would be materially adverse to the Debtors estates or any class of creditors or equity security holders. 11. The services provided by KCC will be administrative in nature and KCC will not provide services in the nature of legal representation and/or advice to the Debtors. 12. In performing the services of claims and noticing agent, KCC will charge the Debtors the rates set forth in the Services Agreement. 13. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief.

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18 Case: Doc #:15 Filed: 01/25/16 Page 18 of 29 EXHIBIT B Services Agreement and Pricing Sheet

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27 Case: Doc #:15 Filed: 01/25/16 Page 27 of 29 KCC CORPORATE RESTRUCTURING FEE STRUCTURE Consulting Services & Rates 1 & 2 Position Hourly Rate Executive Vice President Waived The Executive Vice President oversees and manages KCC s Restructuring group. Director/Senior Managing Consultant $175 The Director/Senior Managing Consultant is the primary contact for the company, counsel and other professionals and oversees and supports the entirety of an engagement. KCC s Directors and SMCs average over seven years of experience and are generally former practitioners. In addition, Alby Kass, who has over a decade of restructuring experience, will serve as an additional supervisory layer at this level at no charge. Consultant/Senior Consultant $70-$160 The Senior Consultant manages the various data collection processes required by the Chapter 11 process. This includes, among other things, compiling the creditor matrix and Schedules/SOFAs (and generating drafts of same for counsel and advisors), reviewing and processing claims, overseeing contract review, overseeing all mailings, and generating custom claim and ballot reports. KCC s Senior Consultants average over five years of experience. The Consultant is the day-to-day contact for mailings, including the preparation and filing of affidavits of service (a critical due process component). He/she also responds to creditor and counsel inquiries, maintains the public access website, identifies actionable pleadings (i.e., claims objections, notices of transfer, withdrawals, etc.), and updates the official claims register. KCC s Consultants average over five years of experience. Technology/Programming Consultant $35-$70 The Technology/Programming Consultant assists with complex system requests, including unique claim/ballot reporting and custom website updates. Clerical $25-$50 The Clerical role will process incoming mail, including proofs of claim, ballots, creditor correspondence and returned mail. Also assists with the generation of mailing services. Weekend, holidays and overtime Waived 1 Please note that additional professional services not covered by this proposal will be charged at hourly rates, including any outsourced services performed under our supervision and control. 2 KCC agrees to a further 10% discount on hourly rates for the duration of this engagement.

28 Case: Doc #:15 Filed: 01/25/16 Page 28 of 29 KCC CORPORATE RESTRUCTURING FEE STRUCTURE Printing Services Printing and photocopies Labels Document folding and inserting Envelopes $0.09 per image (volume discounts apply) Waived Waived Varies by size Noticing Services Electronic noticing ( ) Waived 3 Electronic noticing (domestic facsimile) $0.08 per page Claims Acknowledgement Card Waived Insert creditor information into customized documents Waived Newspaper/Legal notice publishing Quote prior to publishing Claims Administration & Management Expenses Database and System Access (unlimited users) Custom client reports License fee and data storage Case-specific public website hosting Waived Waived $0.10 per creditor per month Waived KCC eservices Online claims filing (epoc) Waived KCC CaseView Access to KCC CaseView Waived Proprietary, secured, password protected portal for unlimited users Comprehensive case data, including extensive real time analytics on claim, solicitation and processing information Functionality to run or request customized reports summarizing case analytics Document Management/Imaging Electronic imaging (scanning & bar coding) Virtual Data Room CD-ROMS (mass document storage) $0.12 per imaged page Quote prior to VDR set-up Varies upon requirements 3 A set-up fee for services larger than 500 parties may apply. This set-up fee varies depending on the total number of parties.

29 Case: Doc #:15 Filed: 01/25/16 Page 29 of 29 KCC CORPORATE RESTRUCTURING FEE STRUCTURE Call Center Support Services Case-specific voic box for creditors Interactive Voice Response ( IVR ) Monthly maintenance charge Management of Call Center Waived Set-up and per minute fee waived Waived Standard hourly rates Disbursements Check issuance Quote prior to printing W-9 mailing and maintenance of TIN database See hourly rates and noticing charges

30 Case: Doc #:15-1 Filed: 01/25/16 Page 1 of 4 EXHIBIT C Proposed Order UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MICHIGAN In re: Chapter 11 GREAT LAKES COMNET, INC. Case No ( ) Debtor. In re: Chapter 11 COMLINK, L.L.C. Case No ( ) Debtor. / Honorable ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KURTZMAN CARSON CONSULTANTS, LLC AS OFFICIAL CLAIMS, BALLOTING AND NOTICING AGENT NUNC PRO TUNC TO THE PETITION DATE Before the Court is the application (the Application ) of the above-captioned debtors (collectively, the Debtors ), for the entry of an order (the Order ) authorizing the Debtors to employ and retain Kurtzman Carson Consultants, LCC ( KCC ), Nunc Pro Tunc to the Petition Date, as claims, balloting and noticing agent (the Claims Agent ) under 28 U.S.C. 156(c) and section 105(a) of the Bankruptcy Code, Bankruptcy Rule 2002(f) to, among other things, (i) act as claims agent in the Debtors cases and receive, maintain, docket and otherwise administer the proofs of claim and voting ballots filed in the chapter 11 cases, (ii) distribute required notices to parties in interest, and (iii) provide, as required by the Debtors, such other administrative services that would fall within the purview of services to be provided by the Clerk s Office. The Court having considered the record in this case, including the Summersett Declaration, the Application and the Declaration of Evan Gershbein in support thereof; and the

31 Case: Doc #:15-1 Filed: 01/25/16 Page 2 of 4 Debtors having estimated that there are potentially one thousand parties to notice in the Cases, many of which are expected to file proofs of claim, and it appearing to the Court that (a) the receiving, docketing and maintaining of proofs of claim would be unduly time consuming and burdensome for the Clerk s Office; (b) this Court is authorized under 28 U.S.C. 156(c) to utilize, at the Debtors expense, outside agents and facilities to provide notices to parties in the Cases and to receive, docket, maintain, photocopy and transmit proofs of claim; (c) the Court is satisfied that KCC has the capability and experience to provide such services and that KCC does not hold an interest adverse to the Debtors or the estates respecting the matters upon which it is to be engaged; (d) this Court has jurisdiction over this proceeding pursuant to 28 U.S.C. 157 and 1334; (e) this is a core proceeding pursuant to 28 U.S.C. 157(b); (f) venue is proper before this Court pursuant to 28 U.S.C and 1409; (g) sufficient notice has been provided under the circumstances; and (h) good and sufficient cause exists for the relief granted herein; now, therefore, IT IS HEREBY ORDERED AS FOLLOWS: 1. The Application is GRANTED as set forth herein. To the extent of any inconsistency between the Application and this Order, this Order shall govern. Any capitalized terms not otherwise defined herein shall have the same meaning(s) given to such terms in the Application. 2. The Debtors are hereby authorized to retain and employ KCC as the Claims Agent in these Cases under the terms of the Services Agreement and for the purposes set forth in the Application, effective as of the date of the Application. 3. KCC is hereby directed to perform the Claims Agent services described in the Application and the Services Agreement.

32 Case: Doc #:15-1 Filed: 01/25/16 Page 3 of 4 4. The Debtors are authorized to pay KCC s fees and expenses upon the submission by KCC of monthly invoices to the Debtors describing, in reasonable detail, the services for which compensation is sought, in accordance with the Services Agreement; provided, however, that the Debtors, the United States Trustee for the Western District of Michigan, and the Unsecured Creditors Committee (if any), shall be provided copies of all of KCC s invoices and shall have a period of (21) days after service thereof to object to the amount of such invoices prior to the Debtors payment of such amounts. 5. Any dispute with respect to the fees and expenses by KCC shall be brought before this Court for a final determination. 6. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the fees and expenses of KCC under this Order shall be an administrative expense of the Debtors estates without further need for KCC to file a proof of claim. 10. In the event KCC is unable to provide the services set out in this Order, KCC will immediately notify the Clerk s Office and Debtors counsel and cause all original proofs of claim and computer information to be turned over to another claims and noticing agent with the advice and consent of the Clerk s Office and Debtors counsel. 12. The Debtors and KCC are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 13. Notwithstanding any term in the Services Agreement to the contrary, this Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. 14. KCC shall not cease providing claims processing services during the case(s) for any reason, including nonpayment, without an order of this Court.

33 Case: Doc #:15-1 Filed: 01/25/16 Page 4 of 4 Order prepared and submitted by: END OF ORDER Timothy A. Fusco (P13768) Stephen S. LaPlante (P48063) Proposed Attorneys for the Debtors 150 West Jefferson, Suite 2500 Detroit, MI (313) fusco@millercanfield.com Proposed Attorneys to the Debtors and Debtors-in-Possession