In re: BIRCH TELECOM, INC., et al.,[1] Chapter 11, Debtors.

Case No. 05-12237 (PJW) Jointly Administered, Related to Docket No. 76.United States Bankruptcy Court, D. Delaware.
September 14, 2005.

[1] The Debtors are the following entities; Birch Telecom, Inc.; Birch Telecom 1996, Inc.; Ionex Communications, Inc.; Ionex Communications North, Inc.; Ionex Communications South, Inc.; Ionex Telecommunications Leasing Inc.; Telecom Resources, Inc., Birch Equipment, Inc., Birch Internet Services, Inc., Birch Kansas Holdings, Inc.; Birch Management Corporation, Birch Telecom Finance, Inc., Birch Telecom of Arkansas, Inc., Birch Telecom of Kansas, Inc., Birch Telecom of Missouri, Inc.; Birch Telecom of Nebraska, Inc.; Birch Telecom of Oklahoma, Inc.; Birch Texas Holdings, Inc.; Birch Telecom of the Great Lakes, Inc.; Birch Telecom of the South, Inc., Birch Telecom of the West, Inc.; Capital Communications Corporation; Dunn Associates, Inc.; I.S. Advertising, Inc.; Telesource Communications, Inc.; American Local Telecommunications L.L.C.; Birch Telecom of Texas Ltd., L.L.P.; G.B.S. Communications, Inc.; and M.B.S. Leasing, Inc.

ORDER UNDER 11 U.S.C. §§ 327 (a), 328 AND 329 AND FED. R. BANKR. P. 2014 AND 2016 AUTHORIZING EMPLOYMENT AND RETENTION OF SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP AND AFFILIATES AS BANKRUPTCY COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION
PETER WALSH, Chief Judge, Bankruptcy

Upon the application (the “Application”),[2] dated August 25, 2005, of the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”), for entry of an order under 11 U.S.C. §§ 327(a), 328 and 329 and Fed.R.Bankr.P. 2014 and 2016 authorizing the

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employment and retention of Skadden, Arps, Slate, Meagher Flom LLP and its affiliated law practice entities (collectively, “Skadden, Arps”), effective as of the Petition Date, under a general retainer as the Debtors’ bankruptcy counsel; and the Court having reviewed the Application and the Chehi Affidavit and the Court being satisfied with the representations made in the Application and Chehi Affidavit that Skadden, Arps represents no interest adverse to the estates, that it is a “disinterested person” as that term is defined under section 101(14) of the Bankruptcy Code, that its employment is necessary and in the best interests of the Debtors’ estates, creditors and other parties in interest; and it appearing that notice of the Application was good and sufficient under the particular circumstances and that no other or further notice need be given; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:
1. The Application is GRANTED.

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2. Pursuant to sections 327(a), 328 and 329 of the Bankruptcy Code, the Debtors, as debtors and debtors-in-possession, are authorized to employ and retain Skadden, Arps as their bankruptcy counsel under a general retainer, effective as of the Petition Date, in accordance with the Application, Engagement Agreement and this Order, and to perform the services described therein.

3. Skadden, Arps shall be compensated in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the United States Trustee Fee Guidelines, and any orders entered in these cases governing professional compensation and reimbursement for services rendered and charges and disbursements incurred.

4. Skadden, Arps is authorized to apply the amounts presently held as the On-Account Amount to pay any fees, charges and disbursements relating to services rendered to the Debtors prior to the Petition Date that remain unpaid as of such date (the “Final Billed Amount”). Any On-Account Amount remaining after such payment of the Final Billed Amount shall be held by

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Skadden, Arps and applied against their postpetition final fee application (the “Final Fee Application”) when filed and approved by the Court, until such On-Account Amount is fully depleted. In the event that the remaining On-Account Amount exceeds the unpaid portion of the Final Fee Application approved by the Court, Skadden, Arps shall remit such excess to the Debtors or their successors.

5. This Court shall retain exclusive jurisdiction to construe and enforce the terms of the Application, the Engagement Agreement and this Order.

[2] Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Application.

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