Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 1 of 7

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1 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF RHODE ISLAND IN RE: PAWTUCKET ASPHALT CORPORATION, Debtor in Possession, 12-BK CHAPTER 11 APPLICATION FOR ALLOWANCE OF ATTORNEYS FEES AND EXPENSES Boyajian, Harrington, Richardson & Furness, attorneys for the Debtor in Possession, Pawtucket Asphalt Corporation ( PAC ) pursuant to 11 U.S.C. 330(a), Fed. R. Bank. P. 2016, and R.I. L.B.R , make application for allowance of attorney s fees and expenses incurred in the course of this Chapter 11 case. Boyajian, Harrington Richardson & Furness ( BHRF ) seeks an allowance of fees in the amount of $99, , expenses in the amount of $3,295.80, for total fees and expenses in the amount of $102, follows: In support of its application, Boyajian Harrington Richardson & Furness states as 1. A voluntary petition under Chapter 11 was filed by PAC with this Court on February 27, On February 27, 2012 an Application to Employ the law firm of BHRF as attorneys to the Debtor in Possession was filed. The Debtor s Application to Employ BHRF was granted by Order entered on March 22, A copy of the Court s Order is attached as Exhibit A. 3. On March 16, 2012, the Court entered an Order allowing for the joint administration of this case along with the related matter of In re International Paving

2 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 2 of 7 Corporation, BK The Order for joint administration was terminated on June 25, Pursuant to R.I. L.B.R this application presents the following exhibits in support of BHRF s application: (a) Order Approving Application to Employ BHRF as counsel to the debtor (Exhibit A); (b) Narrative summary of the services rendered by BHRF on behalf of the Trustee from February 23, 2012 to August 16, 2013 (Exhibit B); (c) Brief biographical information for Andrew S. Richardson, Peter J. Furness and Kristin Duarte, the attorneys and paralegal who performed legal work for the Debtor (Exhibit C); (d) Detailed records describing the number of hours expended by each professional, his/her respective hourly rate for the applicable time period and the amount of compensation incurred (Exhibit D); (e) (f) A detailed listing of all expenses and disbursements (Exhibit E); A Fee Allowance Summary (Form C-4) and a Fee Application Summary Sheet (form C-2) (Exhibit F); 5. The narrative and supplemental exhibits to this application should provide the Court with enough specificity to evaluate the services provided by BHRF to the Debtor which will enable the Court to find that the services of BHRF, as detailed herein, were actual and necessary, that the time expended by each attorney and paralegal and amount of compensation sought are justified and reasonable, and that the services provided were valuable to the estate.

3 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 3 of 7 6. The legal services performed by BHRF as detailed in the exhibits to the application generally fall into four categories: (1) General administrative legal work related solely to PAC; (2) Legal services related to the post- petition credit line of credit from Hudson Asphalt; (3) Legal services related to the sale of the Debtor s assets; (4) Legal services related to the preparation and filing of the Debtor s Chapter 11 Plan; and (5) Legal services provided jointly to PAC and IPC. 7. The factors this Court should consider in reviewing this application are: (a) (b) (c) (d) time and labor required; novelty and difficulty of questions involved; skill necessary to perform the legal services; the preclusion of other employment of attorneys of the firm due to acceptance of the case; (e) (f) the customary fees charged in such matters; and the experience, reputation and ability of the attorneys. 8. The broad range of legal services, primarily in insolvency, bankruptcy, financial accounting, and litigation practiced by BHRF and the law firm s knowledge and expertise in Chapter 11 matters has rendered BHRF uniquely qualified to confront the issues presented in this case. BHRF successfully negotiated agreements with the Debtor s secured creditors to allow the continued operations until such time as it was

4 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 4 of 7 determined that a reorganization was not feasible. Thereafter, BHRF assumed responsibilities for the liquidation of the Debtor s assets which resulted in an extremely successful competitive auction and allowed for a carve out to fund a Chapter 11 Plan. 9. The expenses incurred by BHRF in this case as detailed in the attached exhibits are in accordance with this Court s standard expense list and R.I.L.B.R (e). The expenses incurred were actual and necessary and beneficial to the estate. 10. BHRF is seeking $63,765. for services provided solely for the benefit of PAC. In addition, BHRF is seeking approval for one half of the services provided jointly to PAC and IPC. The total for those services is $70,985.75, and after application of the retainer of $46,000, the balance remaining to be paid by the PAC estate is one half of the balance of the $24, or $12, WHEREFORE, BHRF respectfully requests that this Court grant is Application for Allowance of Fees and Expenses in the amount of $102, on account of fees totaling $99, and expenses in the amount of $3, After application of the retainer, the balance to be paid to BHRF is $79, Respectfully submitted, BOYAJIAN HARRINGTON RICHARDSON & FURNESS Dated: September 6, 2013 /s/ Andrew S. Richardson Andrew S. Richardson, Esq. Boyajian Harrington Richardson & Furness 182 Waterman St. Providence, RI02906 Tel: Fax: andy@bhrlaw.com

5 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 5 of 7 CERTIFICATE OF SERVICE I hereby certify that on September 6, 2013 I electronically filed an Application for Allowance of Attorneys Fees and Expenses with the Clerk of the Bankruptcy Court for the District of Rhode Island using the CM/ECF System. The following participants have received notice electronically: Andrew R. Bilodeau abilodeau@cdandblaw.com Joseph M. DiOrio jmdiorio@dioriolaw.com, smpeltier@dioriolaw.com Gary L. Donahue ustpregion01.pr.ecf@usdoj.gov Jennifer V. Doran jdoran@haslaw.com, calirm@haslaw.com Michael J. Duffy mjd@riw.com Katherine J. Duncanson kduncanson@brcsm.com, lormonde@brcsm.com;lkresge@brcsm.com James C. Fox jcf@riw.com Lisa A. Geremia lisa@geremiademarco.com, Kerrie@geremiademarco.com A. Neil Hartzell neil.hartzell@leclairryan.com, thomas.mccraw@leclairryan.com Stephen A. Izzi sizzi@mosesafonso.com Charles S. Kirwan kirwanlaw@gis.net Lisa M. Kresge lkresge@brcsm.com, dantonetti@brcsm.com Lynda L. Laing lynn@straussfactor.com, straussfactorlaw@cs.com Richard J. Land rland@crfllp.com, jgauthier@crfllp.com Christopher Lefebvre court@lefebvrelaw.com Lawrence P. McCarthy lmccarthy@hcc-law.com John P. McCoy jmccoy@ckmlaw.com Matthew J. McGowan mmcgowan@smsllaw.com, tfrench@smsllaw.com Sandra Nicholls ustpregion01.pr.ecf@usdoj.gov, sandra.nicholls@usdoj.gov Gardner H. Palmer ghpalmer@dioriolaw.com Joseph P. Quinn jquinn@quinnlawllc.com Adam M Ramos aramos@haslaw.com, jcarvalho@haslaw.com Brendan C. Recupero bcr@riw.com Steven C. Reingold sreingold@jagersmith.com, bankruptcy@jagersmith.com Andrew S. Richardson andy@bhrlaw.com Andrew S. Richardson andy@bhrlaw.com, jeannette@bhrlaw.com;suek@bhrlaw.com;kristin@bhrlaw.com Bruce F. Smith bsmith@jagersmith.com Lauren F. Verni lfv@psh.com, djm@psh.com;kas@psh.com;pjh@psh.com Marc D. Wallick wallicklaw@aol.com, cdbrown428@yahoo.com And by U. S. Postal Service via first class mail on same date to all parties listed below in addition to all parties on the attached court s creditors mailing list by RICOH Copying Service, Providence.

6 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 6 of 7 Keith E Fayan Blais Cunningham & Crowe Chester, LLP 150 Main Street Pawtucket, RI Ralph M. Grieco Ronald J. Amirault, CPA 3239 Post Road Warwick, RI Internal Revenue Service Insolvency Unit 4th Floor 380 Westminster Street Providence, RI Craig R. Jalbert Verdolino & Lowey, P.C. 124 Washington Street Foxborough, MA John F. Neary John F. Neary, Ltd. 103 Cottage Street Pawtucket, RI Sharon Caristi Quinn 96 High Street Plainville, MA Joseph Raheb 650 Washington Highway Suite 201 Lincoln, RI State of RI - Division of Taxation RI Division of Taxation/Bankruptcy Unit One Capitol Hill Providence, RI State of RI - Labor and Training Legal Department Bldg 72 3rd Floor 1511 Pontiac Avenue Cranston, RI 02920

7 Case 1:12-bk Doc 305 Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Main Document Page 7 of 7 Amy Parker, Esq. 95 Chestnut St. Suite 401 Providence, RI02903 /s/ Kristin Duarte

8 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit A Page 1 of 1

9 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit B Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF RHODE ISLAND IN RE: PAWTUCKET ASPHALT CORPORATION, Debtor in Possession, 12-BK CHAPTER 11 EXHIBIT B NARRATIVE SUMMARY IN SUPPORT OF APPLICATION FOR ALLOWANCE OF ATTORNEYS FEES AND EXPENSES Boyajian, Harrington, Richardson & Furness ( BHRF ), attorneys for the Debtor in Possession submit the following pursuant to R.I.L.B.R in support of its application for allowance of attorneys fees and expenses. I. Overview of the Case Pawtucket Asphalt ( PAC ) was engaged in the business of manufacturing asphalt. All the equipment in the asphalt plant was owned by PAC, but the real estate and building were owned by a related entity, 25 Concord St., LLC. (which did not file for bankruptcy protection). Another affiliated company, International Paving Corporation ( IPC ) was PAC s primary customer. The principals of PAC, IPC, and 25 Concord St., LLC retained the services of BHRF in February of 2012 after their bank account had been set off by BankRI, their primary secured creditor. BankRI held a first position secured interest in the assets of all three companies. All of the loans had been crosscollateralized and guaranteed amongst the entities.

10 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit B Page 2 of 6 After reviewing the financial situation of all the companies with the principals, BHRF recommended the filing of the Chapter 11 bankruptcy filings for IPC and PAC and the petitions were filed on February 27, The cases were consolidated shortly after the filing and BHRF provided services to both companies. Many of the services related to both companies, particularly with respect to the BankRI loans and certain functions performed during the Chapter 11. The bills for these services are being shared equally by PAC and IPC. There are separate bills for services which were performed solely for the benefit of PAC and those services are identified in this summary. II. Services Provided to Both Pawtucket Asphalt Corporation and International Paving Co. A. General Administrative Matters The services contained in this category relate to various tasks performed during the course of the joint administration of the two bankruptcy estates. These services include all communications with the company, its principals, employees and other professionals which pertain to overall operations of the companies rather than specific items related to individual companies. This category also includes communications with secured creditors who held claims against both companies, as well as applications, motions and other pleadings filed on behalf of both companies. This category also includes all communications with Creditors Committee which was involved in both cases and includes all financial reporting which was done for both entities. Also included are meetings with principals of both companies regarding operations and future plans.

11 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit B Page 3 of 6 Counsel spent a total of hours attending to these matters resulting in total fees of $52, Counsel is requesting that one half of these fees, or $26,467.12, be allocated to PAC. B. BankRI Loans and Cash Collateral The second category of services provided for the benefit of both companies is negotiations with BankRI regarding their loans and the use of cash collateral. BankRI held claims against both debtor companies and the real estate company. Counsel had negotiated with BankRI prior to the filings with respect to the Cash Collateral Order which was ultimately approved by the court and continued throughout the cases without a contested hearing. Counsel for the debtor maintained constant contact with counsel for BankRI monitoring the progress of the cases. BankRI was provided with all requested financial information regarding the debtor s operations. Ultimately, counsel for the debtor, BankRI and the SBA agreed that a feasible plan for the continued operations of PAC was not feasible, and it was agreed that counsel for PAC would take responsibility along with the debtor to arrange for an orderly liquidation of the assets in conjunction with the sale of the real estate owned by the non-debtor entity. Counsel for PAC spent a total of 45.7 hours on matters involving cash collateral and BankRI and total fees for services is $18, Counsel is requesting that one half of the fees, or $9, be allocated to PAC.

12 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit B Page 4 of 6 III. Services Provided Solely to Pawtucket Asphalt Corporation A. Certain administrative functions during the course of the Chapter 11 related specifically to PAC, including matters with particular vehicles and creditors of only PAC. Counsel spent a total of 6.6 hours for services in this category for total fees of $2,607. B. Hudson Asphalt Financing The debtor had a substantial prepetition debt owing to its primary supplier, Hudson Asphalt. In order to continue to supply materials to the debtor for the manufacture of asphalt, Hudson required a post petition financing Order granting it a preferred position on post petition accounts receivable. The terms of this Order were negotiated with counsel for Hudson and BankRI and the Order was continued by agreement throughout the course of the case. Counsel spent a total of 10.2 hours for services in this category with total charges of $4,029. C. Sale of Assets The most significant time spent by counsel for PAC was involved with the sale of the debtor s assets. By agreement with counsel for the secured creditors, the debtor did not engage the services of a broker as it was agreed that the likely purchasers of an asphalt plant were readily identifiable by the debtor. As a result, counsel for the debtor provided significant services with respect to soliciting and meeting with various potential purchasers for the assets. This included numerous contacts with counsel for prospective

13 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit B Page 5 of 6 purchasers as well as constant communications with counsel for the SBA and BankRI. Services also involved the drafting of the purchase and sale agreement for the assets and the drafting of all pleadings related to the auction conducted in this matter. Services also include all representations of the debtor with respect to the closing on the sale of the assets and negotiations with respect to the division of the proceeds, including the reservation of a carve out to fund the debtor s Chapter 11 Plan. Counsel for the debtor spent hours on the sale of debtor s assets which resulted in charges of $46,935. D. Chapter 11 Plan The final category for services is the drafting, circulation, and filing of the debtor s Chapter 11 Plan. These services also include the negotiations with various creditors regarding the treatment of their claims and determining the actual amounts owed to the debtor. Counsel for the debtor spent a total of 25.8 hours on Plan and related matters resulting in charges of $10,191. Respectfully submitted, BOYAJIAN HARRINGTON RICHARDSON & FURNESS Dated: September 6, 2013 /s/ Andrew S. Richardson Andrew S. Richardson, Esq. Boyajian Harrington Richardson & Furness 182 Waterman St. Providence, RI02906 Tel: Fax: andy@bhrlaw.com

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15 Case 1:12-bk Doc Filed 09/06/13 Entered 09/06/13 16:27:58 Desc Exhibit C Page 1 of 1 In re: UNITED STATES BANKRUPTCY COURT DISTRICT OF RHODE ISLAND PAWTUCKET ASPHALT CORPORATION BK Debtor-In-Possession CHAPTER 11 BIOGRAPHICAL INFORMATION FOR ATTORNEYS/PARAPROFESSIONALS RELATING TO APPLICATION FOR FINAL ALLOWANCE OF ATTORNEYS FEES AND EXPENSES ANDREW S. RICHARDSON, born Providence, Rhode Island, January 2, 1953; admitted to bar, 1981, Massachusetts and Rhode Island; 1982, U.S. District Court, District of Rhode Island; 1984, U.S. Court of Appeals, First Circuit; 1987, U.S. Supreme Court. Education: Brown University (B.A., 1975); Suffolk University (J.D., 1981). Chapter 7 Bankruptcy Panel Trustee for the District of Rhode Island. Member: Rhode Island (Member, Professional Ethics Committee, 1984) and Massachusetts Bar Associations; Rhode Island Trial Lawyers Association; American Bankruptcy Institute. PETER J. FURNESS: born Providence, Rhode Island, January 30, 1956; admitted to bar: 1982, Pennsylvania; 1987, Rhode Island; 1989, Massachusetts; 1989, U.S. District Court for the District of Rhode Island. Education: University of Rhode Island, (B.A., 1979); University of Pittsburgh Law School (J.D., 1982). Member: Rhode Island and Massachusetts Bar Associations, American Bar Association, American Bankruptcy Institute. KRISTIN D. DUARTE: born Pawtucket, Rhode Island, November 20, 1983; Education: Elms College, (B.A., 2006); Member: Rhode Island Paralegal Association.

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