Case lbr Doc 4 Entered 06/13/10 15:05:10 Page 1 of 5 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA

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1 Case -0-lbr Doc Entered 0// :0: Page of GORDON SILVER GREGORY E. GARMAN, ESQ. Nevada Bar No. MATTHEW C. ZIRZOW, ESQ. Nevada Bar No. ERIC J. VAN, ESQ. Nevada Bar No. 0 Howard Hughes Pkwy., th Floor Telephone (0) - Facsimile (0) - Proposed Attorneys for Debtors E-Filed: June, 0 In re: UNITED STATES BANKRUPTCY COURT COMMPARTNERS HOLDING CORPORATION, a Nevada corporation q Affects this Debtor. A Affects all Debtors. FOR THE DISTRICT OF NEVADA q Affects COMMPARTNERS, LLC, a Nevada limited liability company Case No.: BK-S--0-LBR; Chapter Jointly Administered with: -0 CommPartners, LLC -0 CommPartners Carrier Services Corp. -0 CommPartners Network Services, LLC 0 q Affects COMMPARTNERS CARRIER SERVICES CORPORATION, a Nevada corporation q Affects COMMPARTNERS NETWORK SERVICES, LLC, a Nevada limited liability company Date: OST PENDING Time: OST PENDING 0 Howard Hughes Pkwy (0) - EMERGENCY MOTION FOR ORDER DIRECTING JOINT ADMINISTRATION OF THE DEBTORS' CHAPTER CASES UNDER FEDERAL RULE OF BANKRUPTCY PROCEDURE (b) Debtors, CommPartners Holding Corporation, a Nevada corporation ("CHC"); CommPartners, LLC, a Nevada limited liability company ("CL"); CommPartners Carrier Services Corporation, a Nevada corporation ("CCSC"); and CommPartners Network Services, LLC, a Nevada limited liability company ("CNS" and, together with CHC, CL and CCSC, -00/0_.doc

2 Case -0-lbr Doc Entered 0// :0: Page of 0 collectively, the "Debtors" or the "Company"), the above-captioned debtors and debtors-inpossession, by and through their proposed counsel, the law firm of, hereby respectfully submit their Emergency Motion for Order Directing Joint Administration of the Debtors' Chapter Cases under Federal Rule of Bankruptcy Procedure (b) (the "Motion") in the above-referenced cases. The Debtors hereby request that this Court enter an order providing for joint administration of the Debtors' above-referenced Chapter cases (the "Chapter Cases"). This Motion is made and based on the points and authorities herein, the Omnibus Declaration of Gregory Roeper in Support of Debtors' First Day Motions (the "Omnibus Declaration"), the papers and pleadings on file herein, judicial notice of which is hereby respectfully requested, and the argument of counsel entertained by the Court at the time of the hearing of the Motion.' I. INTRODUCTION. On June, 0 (the "Petition Date"), the Debtors filed their respective voluntary petitions for relief under Chapter of the Bankruptcy Code, thereby commencing the above-captioned bankruptcy cases (the "Chapter Cases").. The Debtors continue to operate their businesses and manage their financial affairs and properties as debtors and debtors-in-possession pursuant to Sections (a) and of the Bankruptcy Code.. II. JURISDICTION AND VENUE. This Court has jurisdiction over this Motion pursuant to U.S.C. and. This matter is a core proceeding within the meaning of U.S.C. (b)().. Venue in this judicial district is proper pursuant to U.S.C. and. All references to "Chapter" or "Section" herein are to title of the U.S. Code (the "Bankruptcy Code"); all references to a "Bankruptcy Rule" are to the Federal Rules of Bankruptcy Procedure; and all references to a "Local Rule" shall refer to the Local Rules of Bankruptcy Practice of the U.S. District Court for the District of Nevada. 0 Howard Hughes Pkwy (0) - -00/0_. doc

3 Case -0-lbr Doc Entered 0// :0: Page of 0 BACKGROUND. The Company is a facilities based network operator providing Voice over Internet Protocol ("VoIP") and time-division multiplexing ("TDM") services to communications carriers as well as enhanced hosted applications to small and medium sized businesses through a network of strategic partners and resellers. VoIP is a general term for a family of transmission technologies for delivery of voice communications over Internet Protocol ("IP") networks such as the internet or other packet-switched networks. TDM is a type of digital multiplexing in which two or more signals or bit streams are transferred apparently simultaneously as subchannels in one communication channel, but are physically taking turns on the channel.. The Company's network was built through CL, which is an authorized competitive local exchange carrier ("CLEC") in states. A CLEC is a telecommunications provider company, sometimes called a "carrier", that competes with other, already established carriers (generally the incumbent local exchange carrier ("ILEC")). The ILECs are usually the original, monopoly local exchange carriers in a given area.. Through CCSC, the company provides domestic and international carriers with wholesale carrier services. In this capacity, CCSC serves as the middle man for phone calls originated on other carriers networks and terminated on yet another carriers network.. Through CNS, the Company provides business grade, IP based voice and other value added services such as IP based Call Centers, IP Fax and IP Call Recording. These services are sold to end users customers through a dealer network of over 0 resellers spread throughout the United States.. In the case at hand, CHC is the parent holding corporation and each of the other Debtors is a wholly-owned subsidiary of CHC. David Clark is the Chief Executive Officer of all of the Debtors. The members of CHC's board of directors are as follows: Dan Cartwright, David Earnest, and David Clark. The members of the boards of directors of CL, CCSC and CNS are David Clark, Chairman, and Gregory Roeper.. Given the relatedness of the Debtors, many of the motions and applications filed 0 Howard Hughes Pkwy (0) - -00/0.doc

4 Case -0-lbr Doc Entered 0// :0: Page of 0 in these Chapter Cases will concern many or all of the Debtors. If these Chapter Cases are not jointly administered, parties filing papers with this Court concerning multiple Debtors may have to prepare, file, and serve as many as four sets of papers that will not substantially differ from each other. This duplication would be a burden on the estates, creditors, and the Office of the Clerk of the Bankruptcy Court. IV. BASIS FOR RELIEF. Pursuant to Bankruptcy Rule (b), this Court may order the joint administration of estates when two or more petitions are pending in the same court by a debtor and an affiliate. See Fed. R. Bankr. P. (b) ("If a joint petition or two or more petitions are pending in the same court by or against.... () a debtor and an affiliate, the court may order a joint administration of the estates."). A bankruptcy court can avoid any potential prejudice to creditors created by joint administration of affiliated cases by entering orders as may tend to avoid unnecessary costs and delay. See Fed. R. Bankr. P. (c). The efficiency and utility of permitting joint administration of related cases is widely recognized. See, e.g., In re American Wagering, Inc., F.d, 0 (th Cir. 00); In re Reider, F.d, (th Cir. ); In re Geneva Steel LLC, B.R., (Bankr. D. Utah 00); In re PL Liquidation Corp., 0 B.R., (Bankr. D. Del. 00).. In the case at hand, the Debtors are "affiliates" as that term is defined in Section ()(B) of the Bankruptcy Code. Specifically, affiliate means a "corporation 0 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor, or by an entity that directly or indirectly owns, controls, or holds with power to vote, 0 percent or more of the outstanding voting securities of the debtor...." U.S.C. ()(B).. The financial and operational relationships between the Debtors are sufficiently complex that joint administration of these Chapter Cases will benefit the Debtors' estates by obviating the necessity of filing duplicate motions and applications, entering duplicate orders, and preparing and providing duplicate notices to creditors and parties-in-interest, thus avoiding 0 Howard Hughes Pkwy (0) - -00/0.doc

5 Case -0-lbr Doc Entered 0// :0: Page of 0 unnecessary time and expense.. The rights of the Debtors' respective creditors will not be adversely affected by joint administration of these Chapter Cases because the relief sought herein is purely procedural and is not intended to affect substantive rights. Indeed, this Motion does not request substantive consolidation of the Chapter Cases. Thus, the rights of all creditors will be enhanced by the reduction in cost resulting from joint administration, including avoiding multiple unsecured creditors committees and a multiplicity of professionals being retained by each Debtor. Finally, supervision of the administrative aspects of the Chapter Cases by the Office of the United States Trustee will be simplified.. Therefore, joint administration of the Chapter Cases is in the best interest of the Debtors, their creditors, this Court, and all other interested parties. Accordingly, the Debtors request that the Court maintain one file and one docket for all of the Chapter Cases under the case number assigned to CHC. Further, the Debtors request that the caption of the Chapter Cases be modified to reflect joint administration as set forth in Exhibit "A" hereto. This proposed caption also incorporates a "check the box" feature requiring the movant to designate which of the Debtor(s) is affected by the motion for ease of reference. V. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order, providing for the joint administration of the Debtors' Chapter Cases pursuant to Bankruptcy Rule (b), and granting the Debtors such other and further relief as is just and proper. DATED this \ tlay of June, 0. GORDON SILVER By: GREGORY E. G, ESQ. MATTHEW C. W, ESQ. ERIC J. VAN Q 0 Howard Hughes Pkwy., th Floor Proposed Attorneys for Debtors 0 Howard Hughes Pkwy (0) - -00/0.doc