Case btb Doc 1094 Entered 09/28/12 16:08:59 Page 1 of 8

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1 Case btb Doc 094 Entered 09/8/ 6:08:59 Page of STOEL RIVES LLP GARY R. BARNUM, ESQ. Oregon Bar No grbamum@stoel.com 900 SW Fifth Avenue, Suite 600 Portland, OR Telephone: (503) Facsimile: (503) Special Counsel to Debtor In re: AHERN RENTALS, INC., Debtor. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA Case No.: BTB Chapter Date: October 9, 0 Time: :00 p.m. SECOND INTERIM APPLICATION OF STOEL RIVES LLP, AS SPECIAL COUNSEL TO DEBTOR, FOR THE ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES Stoel Rives LLP ("Stoel"), special counsel for Ahern Rentals, Inc. (the "Debtor" or "Ahern"), debtor and debtor-in-possession in the above-captioned chapter case (the "Chapter Case"), respectfully submits its second interim application (the "Application") pursuant to Sections 330 and 33 of Title of the U.S. Code (the "Bankruptcy Code"), and Rule 06 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for the allowance of compensation for professional services performed by Stoel for the Debtor's Chapter Case, and for reimbursement of its actual and necessary expenses incurred therein. This Application is made and based on the points and authorities herein, the Declaration of Gary Barnum, Esq. in Support of the Second Interim Application of Stoel Rives LLP, as Special Counsel to Debtor, for the Allowance of Compensation and Reimbursement of Expenses (the "Barnum Declaration"), the Declaration from the Debtor concerning its review and approval of the Application, all papers and pleadings on file herein, judicial notice of which is respectfully requested, and any argument of counsel at the time of hearing on the Application

2 Case btb Doc 094 Entered 09/8/ 6:08:59 Page of SUMMARY OF PROFESSIONAL COMPENSATION AND REIMBURSEMENT OF EXPENSES REQUESTED Fees Previously Requested $75, Fees Previously Awarded $75, Expenses Previously Requested $, Expenses Previously Awarded $, Retainer $9, Drawn on Retainer (Post-Petition) $0.00 Remaining Retainer $9, Current Application Fees Requested $9,49.00 Current Application Expenses Requested $0.00 Fees Paid (or to be paid) Pursuant to Administrative $3,399.0 Order (80%) Costs Paid Pursuant to Administrative Order (00%) $0.00 Fees Unpaid Fees and Costs: $5, INTRODUCTION. This Application has been prepared in accordance with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under U.S.C. 330 adopted by the Executive Office for United States Trustees, as referenced by the Region 7 United States Trustee Guidelines, as well as in accordance with Bankruptcy Rule 06 and LR 06.. This is the second interim fee application for allowance of compensation and reimbursement of expenses filed by Stoel in the Chapter Case. This Application covers the period from May, 0 through August 3, 0 (the "Compensation Period"). 3. Pursuant to this Application, Stoel requests allowance of compensation of $9,49.00 in connection with services provided during the Compensation Period. During the Compensation Period, Stoel attorneys and paraprofessionals expended a total of 57.6 hours for which compensation is sought. A billing summary is attached hereto as Exhibit "." Stoel inadvertently indicated in its First Interim Application that it was not holding a retainer. In fact, Stoel is holding a retainer in the amount of $9,000 consistent with its Engagement Letter with the Debtor, approved pursuant to the Retention Order [ECF No. 38]

3 Case btb Doc 094 Entered 09/8/ 6:08:59 Page 3 of During the Compensation Period, Stoel has billed the following amounts: Month Fees Billed Costs Billed Fees Paid or to be paid Costs Paid May 0 $3,47.50 $0.00 $, $0.00 June 0 $, $0.00 $, $0.00 July 0 $3, $0.00 $, $0.00 August 0 $0,96.00 $0.00 $6,56.80 $0.00 TOTAL $9,49.00 $0.00 $3,399.0 $ Exhibits "" through "5" attached hereto consist of true and correct copies of Stoel's fee statements to the Debtor during the Compensation Period, which identify and provide chronologically throughout the Compensation Period: (a) the dates on which Stoel performed professional services for the Debtor; (b) each person performing such services; (c) the amount of time spent by each person on each day that the person performs such services (charged in units of one-tenth [0.] of an hour); and (d) specific daily descriptions of the services performed by each person. No expenses were incurred by Stoel during the Compensation Period. III. JURISDICTION AND VENUE 6. On December, 0 (the "Petition Date"), the Debtor filed its voluntary petition for relief under Chapter of the Bankruptcy Code, thereby commencing the Chapter Case. Debtor continues to manage its business as a debtor-in-possession pursuant to Sections 07 and 08 of the Bankruptcy Code. 7. This Application is a "core proceeding" which the Court has jurisdiction to decide pursuant to 8 U.S.C. 57(b)()(A), (B), and (M). 8. Venue is proper in this District pursuant to 8 U.S.C. 408 and 409. IV. BACKGROUND 9. On January 6, 0, Debtor filed the Application for Order Authorizing the Employment of Stoel Rives LLP as Special Counsel for Debtor (the "Employment Application") [ECF No. 3], which was approved by entry of an Order (the "Retention Order") entered on January 3, 0 [ECF No. 38]. The Retention Order authorized the Debtor's retention of Stoel

4 Case btb Doc 094 Entered 09/8/ 6:08:59 Page 4 of nunc pro tunc to December, On December 30, 0, the Debtor filed a Motion for Administrative Order Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals [ECF No. 7], which was approved by entry of an Order (the "Administrative Order") on February, 0 [ECF No. 340]. As set out in the Administrative Order, estate professionals in this Chapter Case may submit a monthly billing statement to the Debtor, and the Debtor will pay eighty percent (80%) of the fees and all disbursements requested in such monthly billing statement to which no objection is received from an applicable reviewing party, subject to certain provisions contained in the Administrative Order.. On May 3, 0 Stoel filed its First Interim Application of Stoel Rives LLP, as Special Counsel for the Debtor, for an Allowance of Compensation and Reimbursement of Expenses [ECF No. 763] (the "First Interim Application"), together with the Declaration of Robert J. Moorman, Esq. in support of the First Interim Application [ECF No. 764]. The First Interim Application sought an allowance of compensation in the sum of $75, and reimbursement of expenses in the sum of $, A hearing on the First Interim Application was held before this Court on July 9, 0. No objections to the First Interim Application were filed prior to the hearing. No objections to the First Interim Application were raised at the hearing. On July, 0 this Court entered an Order Granting First Interim Application of Sloe! Rives LLP, as Special Counsel for the Debtor, for an Allowance of Compensation and Reimbursement of Expenses [ECF No. 84]. Stoel Rives has been paid all amounts due and owing covered by the First Interim Application.. There is no agreement or understanding between Stoel and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in this Chapter Case. V. TASKS PERFORMED BY STOEL DURING THE COMPENSATION PERIOD 3. Stoel was retained by the Debtor for the limited purpose of acting as the Debtor's special counsel in connection with the Debtor's corporate, securities, and financing needs

5 Case btb Doc 094 Entered 09/8/ 6:08:59 Page 5 of 8 During the Compensation Period, Stoel's time was primarily devoted to the Debtor's issues related to postpetition financing, including () assisting the Debtor, Gordon Silver and Kaye Scholer with substitution of the First Lien Agent, insurance requirements, financing alternatives, and asset sales, and () general corporate matters. Accordingly, Stoel Rives' time during the Compensation Period has not been segregated into task categories. 4. During the Compensation Period, Stoel performed the following services for the Debtor in connection with the postpetition financing: i. Advised the Debtor on insurance requirements contained in the Debtor-in- Possession Loan and Security Agreement (the "DIP Agreement") and assisted with waiver of related rating requirements for insurers; and ii. participated in conferences with the Debtor, the Debtor's other professionals, and counsel for the DIP Lenders (as defined in the DIP Agreement) regarding the DIP Agreement, substitution of agents thereunder, financing alternatives, and asset sales. VI. ACTUAL AND NECESSARY DISBURSEMENTS 5. Stoel has not incurred any expenses during the Compensation Period. VII. THE REQUESTED COMPENSATION SHOULD BE ALLOWED 6. Section 33 of the Bankruptcy Code provides that a professional employed under Section 37 may apply to the Court "not more than 0 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement for expenses incurred before such date as is provided under Section 330 of this title." U.S.C. 33. More than 0 days have passed since the Petition Date, and thus this Application is proper at this time. The Court may allow and disburse the requested compensation and reimbursements following notice and a hearing. Id. 7. Section 330 of the Bankruptcy Code provides that a court may award a As defined in the Debtor in Possession Loan and Security Agreement (the "DIP Agreement")

6 Case btb Doc 094 Entered 09/8/ 6:08:59 Page 6 of professional employed pursuant to Section 37 of the Bankruptcy Code "reasonable compensation for actual and necessary services rendered... and reimbursement for actual, necessary expenses." U.S.C. 330(a)(). 8. Section 330(a)(3) of the Bankruptcy Code provides that "[i]n determining the amount of reasonable compensation to be awarded to [a]... professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors", including each of the following: (A) (B) (C) (D) (E) (F) the time spent on such services; the rates charged for such services; whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title U.S.C. 330(a)(3). 9. "A customary review of a fee application under 330 starts with a determination of the 'lodestar,' by multiplying a reasonable number of hours expended by a reasonable hourly rate." Unsecured Creditors' Committee v. Puget Sound Plywood, Inc., 94 F.d 955, 960 (9th Cir. 99); In re Yermakov, 78 F.d 465, 47 (9th Cir. 983). In addition, a bankruptcy court examines the circumstances and manner in which services are performed and results achieved to determine a reasonable fee. See Roberts, Sheridan & Kotel, P.C. v. Bergen Brunswig Drug Co. (In re Mednet), 5 B.R. 03, 08 (B.A.P. 9th Cir. 000). Such examination

7 Case btb Doc 094 Entered 09/8/ 6:08:59 Page 7 of 8 includes a review of the following factors: (a) (b) (c) (d) (e) Were the services authorized? Were the services necessary or beneficial to the administration of the estate at the time they were rendered? Are the services adequately documented? Are the fees required reasonable, taking into consideration the factors set forth in section 330(a)(3)? In making the determination, the court must consider whether the professional exercised reasonable billing judgment. Id.; see also Leichty v. Neary (In re Strand), 375 F.3d 854, 860 (9th Cir. 004). 0. In the instant case, Stoel respectfully submits that the services for which it seeks compensation in this Application were necessary for and beneficial to the Debtor's orderly administration of its estate and its rehabilitation and reorganization effort. Stoel's work in connection with the DIP Agreement was preformed efficiently and expeditiously, and such services and expenditures were necessary to and in the best interests of the Debtor's estate. Stoel further submits that the compensation requested herein is reasonable in light of the nature, extent, complexity, and value of such services to the Debtor, its estate, and all parties in interest, and thus approval of the Application is warranted. VIII. CONCLUSION WHEREFORE, Stoel respectfully requests that the Court enter an Order pursuant to Sections 330 and 33 of the Bankruptcy Code:. For the Compensation Period, allowing Stoel compensation for professional services rendered in the amount of $9,49.00, and reimbursement of actual and necessary expenses in the amount of $0.00, for a total of $9,49.00;. Authorizing the Debtor to pay the balance to Stoel of all unpaid fees and expenses as allowed by the Court; and

8 Case btb Doc 094 Entered 09/8/ 6:08:59 Page 8 of 8 3. Granting such other and further relief as is just and proper. STOEL RIVES LLP By: GARY R. BA, ESQ. 900 SW Fifth e, Suite 600 Portland, OR Special Counsel to Debtor

9 Case btb Doc 094- Entered 09/8/ 6:08:59 Page of EXHIBIT EXHIBIT

10 Case btb Doc 094- Entered 09/8/ 6:08:59 Page of EXHIBIT - SUMMARY SHEET In re Ahern Rentals, Inc., Fees Previously $75, NAME OF APPLICANT: Stoel Rives LLP Requested -. Chapter: Fees Previously $75, Awarded Case No.: Expenses Previously $, ROLE IN THE CASE: Requested Special Counsel to Chapter Debtor Expenses Previously $, BGB Awarded Retainer Paid, $ 9, CURRENT APPLICATION: Debtor Fees Requested. $9,49.00, - Expenses Requested $ SECOND INTERIM APPLICATION OF STOEL RIVES LLP PARTNERS: ASSOCIATES: NAMES OF PROFESSIONALS/ YEAR ADMITTED TO PARAPROFESSIONALS PRACTICE Gary R. Barnum Jason Brauser 98 Mary Jo Naples Miller '! HOURS BILLED CURRENT HOURLY APPLICATION RATE 48.0 $ $ $45 TOTAL FOR APPLICATION I $5, , PARAPROFESSIONALS:,_ t Sherry Stratton n/s TOTALS: $5 57.6! I $9,49.00 Fees Requested $9,49.00 TOTAL BLENDED HOURLY RATE (Excluding Paraprofessionals) $ Page of

11 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 3 of EXHIBIT EXHIBIT

12 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 4 of STOEL RIVESP AI I OK NI AI I MV EXHIBIT 900 SW FIFTH AVENUE, SUITE 600 PORTLAND, OR Telephone(503) Frix(503) For Billing Inquiries Or BillinggstoeLcom AHERN RENTALS, INC REORGANIZATION INVOICE DATE 06/4/ INVOICE NUMBER RJM Lmployer's Identilication Na DATE CURRENT SERVICES THROUGH 05/3/ 05/09/ Telephone conference with Kirk Hartle re DIP loan question (.); conference with Mary Jo Miller re same (.) 05/09/ Telephone conference with Ahern and Gordon Silver re DIP credit agreement insurance requirements and issues raised by pending insurance renewal with insurer that do not meet rating requirement (.6); office conference re same (.) correspondence with Kaye Scholer re same (.3) 05/0/ Follow up re insurer rating issue and related waiver by bank group 05// Review first quarter financial statements 05/5/ Complete review of draft of first fiscal quarter financial report (.4); correspondence to Kirk Hartle and Jordan Ray re same (.); follow up with Kaye Scholer re amending Ahern's DIP agreement to provide for insurers with an A- Best Rating or better (.); to Howard Brown and Kirk Hartle transmitting draft of first amendment to DIP agreement addressing insurer rating (.) 05/8/ Review DIP loan agreement provisions re permissibility of asset sales and treatment of proceeds of same (.3); correspondence with Howard Brown and Gary Barnum re same (.3); telephone conference with Howard Brown re same (.); review draft first amendment to DIP facility to permit insurers rated A- or better by Best Ratings (.3) 05/8/ s and telephone calls to and from parties re DIP loan agreement and assets sales (.); review material re same (.3) 05/9/ Finalize review re DIP loan agreement and assets sales (.3); to Mary Jo Miller re same (.) 05/0/ Analyze additional provisions of DIP credit agreement and note indenture re definition of and restrictions on asset sales 05// Telephone conference with Howard Brown re additional information in order to determine whether proposed sale of fleet of sales vehicles qualifies as an "asset sale" requiring repayment of priority debt and reduction of the related loan commitment *05/3/ Review and finalize First Interim Fee Application of Stoel Rives LLP (.9); Review and Revise Declaration of Robert Moorman (.7); Assemble exhibits to fee application (.8); ATTY HOURS VALUE JMB MNM MNM MNM MNM MNM GRB GRB MNM.5.50 MNM SLS

13 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 5 of STOEL RIVES I IONNII\ Al IMV 900 SW FIFTH AVENUE, SUITE 600 PORTLAND, OR Telephone(503) Fax(503) For Billing Inquiries Or Billing@stoel.com AHERN RENTALS, INC INVOICE DATE 06/4/ REORGANIZATION INVOICE NUMBER RIM Employees Identification No, DATE CURRENT SERVICES THROUGH 05/3/ ATTY HOURS telephone conferences with Lisa Sifuentes with questions about Application (.); correspondence with Gabrielle Hamm and Lisa Sifuentes transmitting Application and Declaration for filing (.3); telephone conference with Gabrielle Hamm to confirm receipt of Application (.) ; organize file materials (.6) TOTAL CURRENT SERVICES VALUE $3,47.50 TIME RECAP HOURS RATE VALUE GARY R. BARNUM (GRB) JASON BRAUSER (JMB) MARY JO NAPLES MILLER (MNM) ,08.50 * SHERRY L. STRATTON (SLS) TIMEKEEPER TOTALS 9.6 3,47.50 * NON-ATTORNEY TIME

14 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 6 of EXHIBIT 3 EXHIBIT 3

15 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 7 of STOEL RIVES III' 00: VS AI JAW EXHIBIT SW FIFTH AVENUE, SUITE 600 PORTLAND, OR Telephone(503) Fax(503) For Billing Inquiries Or Billing@sloel.com AHERN RENTALS, INC INVOICE DATE 07/6/ REORGANIZATION INVOICE NUMBER RJM Employer's Identification No DATE CURRENT SERVICES THROUGH 06/30/ ATTY HOURS VALUE *06/04/ Receive filed fee application and declaration (.); organize SLS file materials (.) 06/04/ s to and from Gordon Silver re fee application (.); GRB ' review material re same (.); office conference re same (.) 06/6/ Telephone conference with Gregg Garladi re restrictions GRB under DIP loan agreement re leases (.); review material re same (.); s to and from parties re same (.5); telephone conference with Bill Noah] re same (.3) 06/8/ Review material re proposed financing with Terex (Genie) GRB (.) TOTAL CURRENT SERVICES $, TIME RECAP HOURS RATE VALUE GARY R. BARNUM (GRB) , * SHERRY L. STRATTON (SLS) TIMEKEEPER TOTALS 3.9, * NON-ATTORNEY TIME

16 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 8 of EXHIBIT 4 EXHIBIT 4

17 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 9 of EXHIBIT 4 STOEL RIVES LL 4. ATTORNEYS AT LAW 900 SW FIFTH AVENUE, SUITE 600 PORTLAND, OR Telephone(503) Fur (503) For Billing Inquiries Or Billing@stoel.com AHERN RENTALS, INC REORGANIZATION INVOICE DATE 08/4/ INVOICE NUMBER RJM Employers Identification No DATE CURRENT SERVICES THROUGH 07/3/ 07/0/ Review and revise form of security agreement for proposed financing with Terex (Genie) (.5); to Howard Brown re same (.) 07/03/ s to and from Howard Brown re proposed financing with Terex (Genie) (.); review material re same (.4) 07/09/ Attend court conference re fee application; correspondence with Gordon Silver re same 07/09/ Court hearing re fee applications (.8); office conference re same (.3) 07/0/ Review fee application (.) 07/3/ Review material re impact of DIP loan agreement on extension of exclusivity (.6); s and telephone conference with Bill Noall of Gordon Silver re same (.3) 07/6/ Preliminary review of request for information re leases (.3) 07/7/ Review request for information re leases (.4); review material re same (.6); s to and from Howard Brown and Gordon Silver re same (.3) TOTAL CURRENT SERVICES ATTY HOURS VALUE GRB GRB MNM GRB GRB GRB GRB GRB $3, TIME RECAP HOURS RATE VALUE GARY R. BARNUM (GRB) ,40.00 MARY JO NAPLES MILLER (MNM) TIMEKEEPER TOTALS 6.7 3,537.50

18 Case btb Doc 094- Entered 09/8/ 6:08:59 Page 0 of EXHIBIT 5 EXHIBIT 5

19 Case btb Doc 094- Entered 09/8/ 6:08:59 Page of EXHIBIT 5 STOEL RIVES L P ATTORNEYS Al LAW 900 SW FIFTH AVENUE, SUITE 600 PORTLAND, OR Telephonc(503) F0x(503) For Billing Inquiries Or Illilling@stnel.cont AHERN RENTALS, INC INVOICE DATE 09// REORGANIZATION INVOICE NUMBER Employees Identification No DATE CURRENT SERVICES THROUGH 08/3/ 08/4/ s to and from Gary Bernstein (Kaye Scholer, representing DIP facility agent) re request from term lenders (.3); review material re same (.); s and telephone calls to and from William Noall re same (.) 08/5/ s and telephone calls to and from Gary Bernstein (Kaye Scholer, representing DIP facility agent) re request from term lenders (.); review material re same, issues relating to term lender security and related matters (3.); s and telephone calls to and from William Noall re same (.7) 08/6/ Review material re issues relating to term lender security and related matters (3.7) 08/7/ Review material re issues relating to term lender security and related matters (.3) 08/0/ s to and from Doug Lipke re aircraft lease litigation (.4); review material re same, impact on Ahern Rentals (.9); s and telephone calls to and from Howard Brown, William Noall, et al. re same (.8) 08/3/ from Kaye Scholer re proposed amendment and substitution of agents (.); review material re same (.3); s to and from Ahern and Gordon Silver re same (.3) 08/4/ Telephone calls to and from Kirk Hartle re vendor financing, issues under DIP Loan Agreement (.4); review DIP loan and security agreement and prior loan and security agreement re same (.3); preparation of analysis re same (.0); s to and from parties re substitution of agent, fee letter for new agent (.3); review material re same (.4) 08/8/ s to and from William Noall, Howard Brown, Kaye Scholer, et al. re substitution of agents and related matters (.4); review material re same (.8); telephone conference and s to and from William Noall re Gleacher fee letter (.5); review and revise same (.6); to parties re same (.3) 08/9/ Review revised agreements re substitution of agents (.5); cmails to and from parties re same (.4); review material re proposed fee letter with Gleacher, issues surrounding expense reimbursement (3.4); s and telephone calls to and from William Noall and Robert Moore (Milbank, ATTY HOURS VALUE GRB GRB GRB GRB GRB GRB GRB ORB GRB

20 Case btb Doc 094- Entered 09/8/ 6:08:59 Page of STOEL e-?rives ur Ar lorni VS AT LAW 900 SW FIFTH AVENUE, SUITE 600 PORTLAND, OR Mlephone(503) Fax(503) For Killing Inquiries I-SOO Or IlillineSsiocl coin AHERN RENTALS, INC INVOICE DATE 09// REORGANIZATION INVOICE NUMBER RJM Employers Identification No DATE CURRENT SERVICES THROUGH 08/3/ ATTY HOURS VALUE counsel for term lenders) re same (.9) 08/30/ s to and from parties re finalizing amendment for GRB substitution of agents and fee letter (.); review material re same (.8); telephone conference with Robert Moore (Milbank, counsel to term lenders) and William Noall re same (.); review material re same (.6); telephone call to William Noall re same (.) 08/3/ s to and from parties re finalizing amendment for GRB substitution of agents and fcc letter (.9); review material re same (.0); review and revise fee letter (.5); s to and from William Noall rc same (.3) TOTAL CURRENT SERVICES $0,96.00 TIME RECAP HOURS RATE VALUE GARY R. BARNUM (GRB) ,96.00 TIMEKEEPER TOTALS ,96.00