in re: ) chapter 11 alpha media holdings llc., et al. case

Daniel A. DeMarco, Esq. (admitted pro hac vice)

Christopher B. Wick, Esq. (admitted pro hac vice)

Rocco I. Debitetto, Esq. (admitted pro hac vice)

Katie L. Steiner, Esq. (admitted pro hac vice)

John P. Oliver, Esq. (admitted pro hac vice)

HAHN LOESER & PARKS LLP

200 Public Square, Suite 2800

Cleveland, Ohio 44114

Telephone: (216) 621-0150

Facsimile: (216) 241-2824

Email: [email protected]

[email protected]

[email protected]

[email protected]

[email protected]

Lead Counsel to the Official Committee of Unsecured Creditors

Robert S. Westermann (VSB No. 43294)

Brittany B. Falabella (VSB No. 80131)

HIRSCHLER FLEISCHER, P.C.

The Edgeworth Building

2100 East Cary Street

Richmond, Virginia 23223

P.O. Box 500

Richmond, Virginia 23218-0500

Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]

Local Counsel to the Official Committee of Unsecured

Creditors

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re: ) Chapter 11

)

ALPHA MEDIA HOLDINGS LLC., et al. 1 )

)

Case No. 21-30209 (KRH)

)

Debtors. ) (Jointly Administered)

)

COVER SHEET TO FINAL FEE APPLICATION OF DUNDON ADVISERS LLC AS

FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND

REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM FEBRUARY 4, 2021

THROUGH APRIL 1,2021

Name of Applicant:

Dundon Advisers LLC

Authorized to Provide Professional

Services to:

Official Committee of Unsecured Creditors

Date of retention: Effective as of February 4, 2021 by order entered on

March 24, 2021

Period for which compensation and

reimbursement is sought:

February 4, 2021 through April 1, 2021

1 A complete list of each of the Debtors in these Chapter 11 cases may be obtained on the website of the Debtors’ claims and

noticing agent at http://cases.stretto.com/AlphaMedia. The location of Debtor Alpha Media Holdings LLC principal place of

business and Debtors’ service address in these chapter 11 cases is 1211 SW 5t.h Avenue, Suite 750, Portland OR 97204.

Case 21-30209-KRH Doc 498 Filed 07/15/21 Entered 07/15/21 16:04:36 Desc MainDocument of 41

mailto:[email protected]




Amount of compensation requested:

Amount of expense reimbursement

requested:

$94,952.002

$0.00

This is a final fee application.

PRIOR FEE STATEMENTS AND ALLOWANCES

Monthly Fee Statements Requested Paid Holdback

Fees

Requested

(20%) and

Expenses

Date Filed Period Fees Expenses

Fees

(80%)

Expenses

(100%)

04/21/2021 02/04/21-

03/31/21 $96,670.00 $0.00 $77,336.00 $0.00 $15,186.003

TOTALS: $96,670.004 $ 0.00 $77,336.00 $0.00 $15,186.00

SUMMARY OF TIME CHARGED BY PROFESSIONALS FOR FINAL FEE PERIOD

Name of

Professional

Individual

Position of the Applicant Hourly

Billing

Rate

Total

Hours

Billed

Total

Compensation

Peter Hurwitz Principal $700 61.1 $42,270.00

Phil Preis Managing Director $650 48.2 $31,330.00

Lee Rooney Associate Director $400 62.5 $25,000.00

Fee

Statement

Hours

Total

Compensation

Grand Total 171.8 $99,100.00

Blended Hourly Rate $573.92

2 Per agreement with the UST’s office Dundon has agreed to a voluntary reduction of its fees in the amount of $4,148.00. 3 This number reflects the agreed voluntary reduction. 4 The amount sought in this Final Application includes time for April 1, 2021 in the amount of $2,430.00, which was not

included in a Fee Statement.


SUMMARY OF TIME CHARGED BY CATEGORY FOR THE FINAL FEE PERIOD

Business Analysis

Professional Rate Total

Hours

Total Fees

Peter Hurwitz $700.00 15.5 $1,560.00

Phil Preis $650.00 11.6 $7,540.00

Lee Rooney $400.00 3.9 $1,560.00

31.0 $19,950.00

Case Administration


Hours

Total Fees

Peter Hurwitz $700.00 6.7 $4,690.00

Phil Preis $650.00 10.6 $6,890.00

Lee Rooney $400.00 34.1 $13,640.00 51.4 $25,220.00

Claims Analysis


Hours

Total Fees

Peter Hurwitz $700.00 9.8 $6,860.00

Phil Preis $650.00 6.9 $4,485.00

Lee Rooney $400.00 7.2 $2,880.00 23.9 $14,225.00

Committee Activities


Hours

Total Fees

Peter Hurwitz $700.00 15.4 $10,780.00

Phil Preis $650.00 14.5 $9,425.00

Lee Rooney $400.00 17.3 $6,920.00 47.2 $27,125.00


Other Professionals’ Retention and Fee Applications


Hours

Total Fees

Peter Hurwitz $700.00 2.7 $1,890.00

Phil Preis $650.00 .2 $130.00

2.9 $2,020.00

Plan and Disclosure Statement


Hours

Total Fees

Peter Hurwitz $700.00 11.0 $7,700.00

Phil Preis $650.00 4.4 $2,860.00

15.4 $10,560.00










Telephone: (216) 621-0150

Facsimile: (216) 241-2824


[email protected]

[email protected]

[email protected]

[email protected]








P.O. Box 500


Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]


Creditors



RICHMOND DIVISION

In re: ) Chapter 11

)


)

Case No. 21-30209 (KRH)

)


)

FINAL FEE APPLICATION OF DUNDON ADVISERS LLC AS FINANCIAL ADVISOR TO

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF

COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES

FOR THE PERIOD FROM FEBRUARY 4, 2021 THROUGH APRIL 1,2021

Pursuant to sections 327, 328, 330, 331, and 1103 of title 11 of the United States Code(the

“Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),

the Order Authorizing and Approving the Employment and Retention of Dundon Advisers as Financial

Advisor to the Official Committee of Unsecured Creditors Effective as of February 4, 2021 [Docket No.

339] (the “Retention Order”), the Order (I) Establishing Procedures for Interim Compensation and

Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief, dated March 11,









2021 [Docket No. 273] (the “Interim Compensation Order”), and the Local Rules of Bankruptcy Practice

and Procedure of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local

Bankruptcy Rules”), Dundon Advisers LLC (“Dundon”), financial advisor to the Official Committee of

Unsecured Creditors (the “Committee”), hereby submits this final fee application (the “Fee Application”)

for the allowance of compensation for the reasonable and necessary financial advisory services rendered

by Dundon for the period from February 4, 2021 through April 1,2021 (the “Final Fee Period”) and

reimbursement of the actual and necessary expenses that Dundon incurred during the Fee Period, and

reimbursement of the actual and necessary expenses that Dundon incurred during the Fee Period. By this

Fee Statement, Dundon seeks allowance of compensation for services rendered in the amount of

$94,952.00. Dundon also seeks allowance and reimbursement of actual and necessary expenses in the

amount of $0.00.

Jurisdiction and Background

1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 1334 and 157.

Venue in this Court is proper pursuant to 28 U.S.C. § 1409. This Application is a core proceeding within

the meaning of 28 U.S.C. § 157.

2. The statutory bases for the relief requested herein are sections 330 and 331 of the

Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-1.

3. The Committee retained Dundon as its financial advisor shortly after its formation on

February 3, 2021. On March 24, 2021, the Court entered the Retention Order.

Prior Fees and Expenses

4. Pursuant to the terms of the Interim Compensation Order, Dundon filed one (1) combined

monthly fee statement on April 21, 2021 covering the period of February 4, 2021 through March 31, 2021

for services rendered and expenses incurred [Docket No. 414] requesting approval of $96,670.00 in fees

and $0.00 in expenses (“Combined Monthly Fee Statement”). Dundon has received payment of 80% of


its fees on account of the Combined Monthly Fee Statement in accordance with the Interim Compensations

Order. A copy of the Combined Monthly Fee Statement is attached hereto as Exhibit A. Pursuant to an

agreement with the Office of the United States Trustee and as reflected in this Fee Application, Dundon

agreed to a voluntary reduction of $4,148.00 on the Combined Monthly Fee Statement. Pursuant to the

Interim Compensation Order, Dundon has received 80% of the fees requested in the Combined Monthly

Fee Statement.

5. This Final Fee Period also includes time from April 1, 2021 that is not part of the Combined

Monthly Fee Statement (“April 1 Fees”) in the amount of $2,430.00. A true and accurate copy of the

detailed invoices for the April 1, 2021 Fees is attached hereto as Exhibit B.

Services Provided

6. During the Final Fee Period, Dundon provided analysis and monitoring of the case budget

and variances thereto providing the Committee and its professionals with information and status of the

case. In addition, Dundon performed a detailed analysis of the various claims pools and the proposed go-

forward business plan and provided essential information that supported the Committee and its

professionals in their negotiations with the Debtors and the various interested parties that resulted in the

very favorable outcome of the unsecured creditors being paid in full or fully assumed by the reorganized

entity.

7. The services rendered by Dundon can be grouped into the categories set forth below.

Dundon attempted to place the services provided in the category that best relates to such services.

However, because certain services may relate to one or more categories, services pertaining to one

category may in fact be included in another category. These services performed, by categories are

generally described below, with a more detailed explanation set forth in the attached Exhibits F and G.

A. Business Analysis

8. Time billed to this category relates to the Debtors’ business and budgets. During the Final


Fee Period, Dundon, among other things: (i) reviewed and analyzed the Debtors’ budgets and variance

reports; (ii) reviewed and analyzed the Debtors monthly operating reports; (iii) assisted on the preparation

of an objection to the cash collateral order; and (iv) communicated with Committee members and other

committee professionals regarding the foregoing.

Fees: $19,950.00 Hours: 31.0

B. Case Administration

9. This category relates to work regarding administration of this case. During the Final Fee

Period, Dundon, among other things, (i) reviewed correspondence and motions; (ii) participated in general

status calls with E&Y; (iii) attended hearings; and (iv) prepared diligence and related analysis.

Fees: $25,220.00 Hours: 51.4

C. Claim Analysis

10. Time billed to this category relates to the review and analysis of claims against the Debtors’

estates. During the Final Fee Period, Dundon, among other things: (i) performed a review and analysis of

secured, administrative and priority claims asserted against the estates; (ii) reviewed information from the

Debtors’ advisors regarding rejection damages; (iii) reviewed and analyzed the general unsecured claims

pool; and (iv) analyzed the SOFAs and SOALs.

Fees: $14,225.00 Hours: 23.9

D. Committee Activities

11. This category relates primarily to communications with the Committee and Committee

Counsel regarding the various filings and strategies of the case. During the Final Fee Period, Dundon,

among other things: (i) prepared presentations for the Committee on the business, budget variances and

the bankruptcy process; (ii) participated in weekly status calls with the Committee and its professionals;

and (iii) communicated with Committee members, Committee counsel and Debtor’s professionals.

Fees: $27,125.00 Hours: 47.2


E. Other Professionals’ Retention and Fee Applications

12. In this task category is time spent by Dundon assisting in the Committee’s response to the

objection to the retention of an investment banker.

Fees: $2,020.00 Hours: 2.9

F. Plan/Disclosure Statement

13. During the Final Fee Period, Dundon, among other things (i) supported Committee counsel

in negotiating a settlement that ensured unsecured creditors were paid in full; (ii) reviewed and commented

on numerous drafts of a Plan of Reorganization and related Disclosure Statement; and (iii) attended

numerous hearings related thereto.

Fees: $10,560.00 Hours: 15.4

Relief Requested

14. Dundon submits this Final Application for entry of an order (the “Proposed Order”),

substantially in the form attached hereto as Exhibit 1, (a) granting final allowance of (i) the Combined

Monthly Fee Statement, (ii) the April 1 Fees, (iii) compensation for the actual, reasonable and necessary

professional services that Dundon has rendered as counsel to the Committee in the amount of $94,952.00

(net of the voluntary reductions per its agreement with the Office of the United States Trustee); and (b)

authorizing the Debtors to pay Dundon the outstanding amount of fees and expenses not paid to Dundon

to date (including any holdback).

Basis for Relief

15. Section 330 of the Bankruptcy Code provides for compensation of professionals and

provides that a court may award a professional employed under section 327 of the Bankruptcy Code,

“reasonable compensation for actual necessary services rendered . . . and reimbursement for actual,

necessary expenses.” 11 U.S.C. § 330(a)(1).


16. Dundon submits that it worked diligently to represent the interests of the Committee; that

the cases involved complex factual and financial issues, that Dundon was diverted from other matters to

devote time to these cases; that the fees charged are warranted and generally less than or equal to

competitive fees in the Richmond Division for financial advisors; and that the services it provided to the

Committee were reasonable and necessary and were often required on an expedited basis.

17. Dundon has no agreement with any other person to share compensation received or to be

received for services rendered in connection with these cases.

Notice

18. Notice of this Final Application is provided as required by the Interim Compensation

Order. Dundon submits that no further notice is required.

WHEREFORE, Dundon respectfully requests that this Court enter the Proposed Order,

substantially in the form attached hereto as Exhibit 1, (i) providing that a final allowance be made to

Dundon for 100% of its fees of $94,952.00, which amount is net a voluntary reduction, as reasonable and

necessary professional services to the Committee; (ii) authorizing and directing the Debtors to pay Dundon

the outstanding amount of all approved fees and expenses not paid to date; and (iii) such other relief that

the Court deems just and proper.


Dated: July 15, 2021 /s/ Robert S. Westermann







P.O. Box 500


Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]


Creditors

-and-









Telephone: (216) 621-0150

Facsimile: (216) 241-2824


[email protected]

[email protected]

[email protected]

[email protected]

Lead Counsel to the Official Committee of Unsecured

Creditors





EXHIBIT A

(Combined Monthly Fee Statement)










Telephone: (216) 621-0150

Facsimile: (216) 241-2824


[email protected]

[email protected]

[email protected]

[email protected]








P.O. Box 500


Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]


Creditors



RICHMOND DIVISION

In re: ) Chapter 11

)


)

Case No. 21-30209 (KRH)

)


)

FIRST MONTHLY FEE STATEMENT OF DUNDON ADVISERS LLC AS FINANCIAL

ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR

ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND


THROUGH MARCH 31, 2021

Name of Applicant:

Dundon Advisers LLC

Authorized to Provide Professional

Services to:

Official Committee of Unsecured Creditors

Date of retention: Effective as of February 4, 2021 by order entered on

March 24, 2021

Period for which compensation and

reimbursement is sought:

February 4, 2021– March 31, 2021




Case 21-30209-KRH Doc 414 Filed 04/21/21 Entered 04/21/21 16:01:35 Desc MainDocument Page 1 of 22






Amount of compensation requested:

Amount of expense reimbursement

requested:

$77,336.00 (80% of $96,670.00)

$0.00

This is a(n): ✓ Monthly Interim Final

application

Pursuant to sections 327, 328, 330, 331, and 1103 of title 11 of the United States Code(the

“Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),

the Order Authorizing and Approving the Employment and Retention of Dundon Advisers as Financial

Advisor to the Official Committee of Unsecured Creditors Effective as of February 4, 2021 [Docket No.

339] (the “Retention Order”), the Order (I) Establishing Procedures for Interim Compensation and

Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief, dated March 11,

2021 [Docket No. 273] (the “Interim Compensation Order”), and the Local Rules of Bankruptcy Practice

and Procedure of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local

Bankruptcy Rules”), Dundon Advisers LLC (“Dundon”), financial advisor to the Official Committee of

Unsecured Creditors (the “Committee”), hereby submits this monthly fee statement (the “Monthly Fee

Statement”) for the allowance of compensation for the reasonable and necessary financial advisory

services rendered by Dundon for the period from February 4, 2021 through March 31, 2021 (the “Fee

Period”) and reimbursement of the actual and necessary expenses that Dundon incurred during the Fee

Period. By this Monthly Fee Statement, Dundon seeks allowance of compensation for services rendered

in the amount of $96,670.00 and payment in the amount of $77,336.00 (which equals 80% of the

compensation sought herein). Dundon also seeks allowance and reimbursement of actual and necessary

expenses in the amount of $0.00.

Itemization of Services Rendered and Disbursements Incurred

1. In support of this Monthly Fee Statement, Dundon has attached the following:



a. Exhibit A is a summary of the prior fee statements and applications submitted by

Dundon and the amounts allowed by the Court in connection with these cases.

b. Exhibit B is a summary of the number of hours expended and fees incurred (on an

aggregate basis) by Dundon professionals and paraprofessionals during the Fee

Period with respect to each of the subject matter categories that Dundon established

in accordance with its internal billing procedures.

c. Exhibit C is a summary of hours expended and fees incurred along with certain

information regarding the title and experience of Dundon professionals for whose

work on these chapter 11 cases compensation is sought in this Monthly Fee

Statement. Dundon’s professionals expended a total of 168.2 hours during the Fee

Period.

d. Exhibit D is a summary of the expenses incurred by Dundon during the Fee Period

and sets forth the total amount of reimbursement sought with respect to each type

of expense for which Dundon seeks reimbursement in this Monthly Fee Statement

as actual and necessary out-of-pocket expenses.

e. Exhibit E is a detailed invoice for the hours expended and fees incurred by Dundon

professionals in connection with these cases during the Fee Period with respect to

each of the subject matter categories that Dundon established in accordance with

its internal billing procedures.

Representations

2. Although every effort has been made to include all fees and expenses incurred in the

Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to

delays caused by accounting and processing during the Fee Period. Dundon reserves the right to

make further application to this Court for allowance of such fees and expenses not included herein.

Subsequent fee statements and applications will be filed in accordance with the Bankruptcy Code,

Bankruptcy Rules, Local Bankruptcy Rules, and Interim Compensation Order.

Notice

3. Notice of this Monthly Fee Statement has been or will shortly be provided by

overnight delivery to:

a. the Debtors, Alpha Media Holdings LLC, 1211 SW 5th Avenue, Suite 750, Portland,

OR 97204, Attn: John Grossi;



b. counsel for the Debtors, Sheppard, Mullin, Richer & Hampton LLP, 70 West Madison

Street, 48th Floor, Chicago, Illinois 60602, Attn: Justin Bernbrock, Esq. and Brian Uelk,

Esq.; and Sheppard, Mullin, Richer & Hampton LLP, 30 Rockefeller Plaza, New York,

New York 10112, Attn: Colin Davidson, Esq.;

c. co-counsel for the Debtors, Kutak Rock LLP, 901 East Byrd Street, Suite 1000,

Richmond, Virginia 23219-4071, Attn: Michael Condyles, Esq., Peter J. Barrett, Esq.,

Jeremy S. Williams, Esq., and Brian H. Richardson, Esq.;

d. counsel for the Senior DIP Secured Parties, Debevoise & Plimpton LLP, 919 Third

Avenue, New York, New York 10022, Attn: Sidney P. Levinson, Esq. and Dan Pyon,

Esq.;

e. counsel for the Ad Hoc Crossover Noteholder Group and the DIP Secured Parties,

Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New

York 10036, Attn: Douglas Mannal, Esq. and Joseph A. Shifter, Esq.

f. co-counsel to the Ad Hoc Crossover Noteholder Group and the DIP Secured Parties,

McGuire Woods LLP, Gateway Plaza, 800 East Canal Street, Richmond, Virginia

23219, Attn: Dion W. Hayes, Esq. and Sarah B. Boehm, Esq.;

g. parties that requested notice pursuant to Bankruptcy Rule 2002; and

h. the Office of the United States Trustee, 701 East Broad Street, Suite 4304, Richmond,

VA 23219, Attn: Kathryn Montgomery, Esq. and B. Webb King, Esq.

WHEREFORE, Dundon respectfully requests that an allowance be made to Dundon for 100% of

its fees of $96,670.00 and 100% of its expenses of $0.00 incurred during the Fee Period. Dundon also

respectfully requests payment by the Debtors of $77,336.00 representing the sum of 80% of its fees

requested herein and 100% of the expense reimbursement requested herein.

Dated: April 21, 2021 /s/ Robert S. Westermann







P.O. Box 500


Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]





Creditors

-and-









Telephone: (216) 621-0150

Facsimile: (216) 241-2824


[email protected]

[email protected]

[email protected]

[email protected]


Creditors

CERTIFICATE OF SERVICE

I hereby certify that on April 21, 2021, the foregoing Monthly Fee Statement was filed using the

Court’s CM/ECF System, which served the Monthly Fee Statement on all registered ECF participants who

have appeared in this case. I also certify that on April 21, 2021, a true and complete copy of the Monthly

Fee Statement was served by email or overnight mail as described herein and in compliance with the

Interim Compensation Order.

/s/ Robert S. Westermann

Robert S. Westermann





EXHIBIT A



ALPHA MEDIA HOLDINGS, LLC, et al

Dundon Advisers LLC

Exhibit A – Summary of Previously Filed Fee Statements

This is the first monthly fee statement filed by Dundon in this matter.



EXHIBIT B




Dundon Advisers LLC

Exhibit B – Summary of Hours & Fees by Task by Professional

February 4, 2021 through March 31, 2021

Business Analysis


Hours

Total Fees

Peter Hurwitz $700.00 15.5 $1,560.00

Phil Preis $650.00 11.6 $7,540.00

Lee Rooney $400.00 3.9 $1,560.00

31.0 $19,950.00

Case Administration


Hours

Total Fees

Peter Hurwitz $700.00 6.7 $4,690.00

Phil Preis $650.00 10.6 $6,890.00

Lee Rooney $400.00 34.1 $13,640.00 51.4 $25,220.00

Claims Analysis


Hours

Total Fees

Peter Hurwitz $700.00 9.8 $6,860.00

Phil Preis $650.00 6.9 $4,485.00

Lee Rooney $400.00 7.2 $2,880.00 23.9 $14,225.00

Committee Activities


Hours

Total Fees

Peter Hurwitz $700.00 14.7 $10,290.00

Phil Preis $650.00 14.5 $9,425.00

Lee Rooney $400.00 17.1 $6,840.00 46.3 $26,555.00



Other Professionals’ Retention and Fee Applications


Hours

Total Fees

Peter Hurwitz $700.00 2.7 $1,890.00

Phil Preis $650.00 .2 $130.00

2.9 $2,020.00



Hours

Total Fees

Peter Hurwitz $700.00 8.9 $6,230.00

Phil Preis $650.00 3.8 $2,470.00

12.7 $8,700.00



EXHIBIT C




Dundon Advisers LLC

Exhibit C – Summary of Hours & Fees by Professional


Name of

Professional

Individual

Position of the Applicant Hourly

Billing

Rate

Total

Hours

Billed

Total

Compensation

Peter Hurwitz Principal $700 58.3 $40,810.00

Phil Preis Managing Director $650 47.6 $30,940.00

Lee Rooney Associate Director $400 62.3 $24,920.00

Fee

Statement

Hours

Total

Compensation

Grand Total 168.2 $96,670.00



EXHIBIT D




Dundon Advisers LLC

Exhibit D – Summary of Expenses


Expense Summary

Expense Category Total Expenses

Total Expenses $0.00



EXHIBIT E


Dundon Advisers LLC

Exhibit E – Detailed Invoice




Dundon Advisers LLC - Activity TypeDate Start: 2/1/2021 | Date End: 3/31/2021 | Clients: Alpha Media | Users: All | Matters: All | Activity Types: All | Group By: Activity Code

Date Client Matter Description Billable TimeBillableAmount

Business Analysis

Lee Rooney

03/22/2021 Alpha Media UCC Review of budget variances 1.60 $640.0003/23/2021 Alpha Media UCC Telecom with E&Y re: budget variances,

cure amounts, GUC payments0.40 $160.00

03/24/2021 Alpha Media UCC Budget Analysis 1.90 $760.00

Totals Amounts for User Lee Rooney 3.90 $1,560.00

Peter Hurwitz

02/05/2021 Alpha Media UCC Review docket filings, analyze 13 weekcash flow budget, review DIP terms andconditions

3.50 $2,450.00

02/09/2021 Alpha Media UCC Telecon E&Y, Dundon, Preis, Rooney re:budget analysis

0.60 $420.00

02/09/2021 Alpha Media UCC Telecon E+Y re: budget and cash flowdiligence

0.60 $420.00

02/09/2021 Alpha Media UCC Review wage motion and bonus plan,telecon Preis re: same

0.90 $630.00

02/09/2021 Alpha Media UCC Review detailed budget and cash flow inpreparation for telecon with E+Y team

1.50 $1,050.00

02/10/2021 Alpha Media UCC Prepare UCC materials for upcomingmeeting, telecons Rooney re: same

1.00 $700.00

02/16/2021 Alpha Media UCC Telecon Hahn (Wick) re: update on caseprocess

0.40 $280.00

02/22/2021 Alpha Media UCC Review DIP motion and considerobjections/issues

1.40 $980.00

02/22/2021 Alpha Media UCC Teleocn Hahn Loeser (Wick) re: DIPmotion and objections

0.50 $350.00

02/23/2021 Alpha Media UCC Attend DIP motion hearing 1.50 $1,050.0002/23/2021 Alpha Media UCC Telecon E&Y, Rooney, Preis re: budget

update0.50 $350.00

02/25/2021 Alpha Media UCC Telecon Miller Buckfire, Preis, Rooneyre: business analysis and case strategy

0.30 $210.00

02/25/2021 Alpha Media UCC Review Debtors business plan, teleconPreis re: same

1.30 $910.00

03/09/2021 Alpha Media UCC Prepare for telecon with Moelis toreview business model

1.50 $1,050.00

Totals Amounts for User Peter Hurwitz 15.50 $10,850.00

Phillip Preis

02/06/2021 Alpha Media UCC Review of detail behind DIP budget andweekly variance reporting

0.80 $520.00

02/09/2021 Alpha Media UCC Review of debtor motion to payemployee wages and KERP, call withPeter Hurwitz on same

1.70 $1,105.00

02/09/2021 Alpha Media UCC Call with E&Y team to discussgo-forward cash budget

0.50 $325.00

02/19/2021 Alpha Media UCC Review of revised DIP agreement 1.40 $910.0002/22/2021 Alpha Media UCC Review of revised MillerBuckfire deck

for committee0.30 $195.00

02/23/2021 Alpha Media UCC Review of data room materials 2.40 $1,560.0002/25/2021 Alpha Media UCC Call with Miller Buckfire team to prep

for business plan call with management0.30 $195.00



02/25/2021 Alpha Media UCC Review of debtor's go-forward businessplan model, telephone call with PeterHurwitz about it

1.60 $1,040.00

03/01/2021 Alpha Media UCC Review of debtors proposed sources anduses

0.80 $520.00

03/09/2021 Alpha Media UCC Prepare for call with Moelis to discussbusiness plan and treatment ofunsecured creditors. P. Hurwitz and L.Rooney on from Dundon. Z. Jamal fromMoelis

1.40 $910.00

03/23/2021 Alpha Media UCC Attended Call with E&Y team to discusspayment terms for general unsecuredcreditors. P. Hurwitz and J. D'Amicofrom MB on too.

0.40 $260.00

Totals Amounts for User Phillip Preis 11.60 $7,540.00

Totals Amounts for Activity Type Business Analysis 31.00 $19,950.00

Case Administration

Lee Rooney

02/06/2021 Alpha Media UCC Docket Review 0.70 $280.0002/06/2021 Alpha Media UCC Analysis of Budget 1.60 $640.0002/06/2021 Alpha Media UCC DIP Review 2.40 $960.0002/08/2021 Alpha Media UCC Review of Budget and weekly cash flow

reports1.90 $760.00

02/16/2021 Alpha Media UCC Budget/Cash Flow Analysis 1.40 $560.0002/16/2021 Alpha Media UCC Committee Materials 2.10 $840.0002/20/2021 Alpha Media UCC Review and analysis Amended DIP 3.40 $1,360.0002/21/2021 Alpha Media UCC Budget Analysis including Cash Flow

Projection1.90 $760.00

02/22/2021 Alpha Media UCC Committee Materials 2.10 $840.0002/23/2021 Alpha Media UCC Budget versus Cash Flow 1.50 $600.0002/23/2021 Alpha Media UCC DIP Hearing 1.20 $480.0002/23/2021 Alpha Media UCC Telecom with E&Y re: case budget 0.50 $200.0002/23/2021 Alpha Media UCC Budget Analysis 0.70 $280.0002/25/2021 Alpha Media UCC Call with Miller Buckfire 0.20 $80.0002/28/2021 Alpha Media UCC Business Plan analysis 2.10 $840.0002/28/2021 Alpha Media UCC Budget Analysis 2.40 $960.0003/03/2021 Alpha Media UCC Committee Meeting 0.70 $280.0003/09/2021 Alpha Media UCC Analysis of budget variance and updated

cash flow forecast2.10 $840.00

03/09/2021 Alpha Media UCC Participated in telecom with Moelis Z.Jamal, P. Hurwitz, and others to discussdiligence

0.70 $280.00

03/09/2021 Alpha Media UCC Analysis of Business Plan 2.40 $960.0003/10/2021 Alpha Media UCC Analysis of Restructuring Expenses at

Confirmation2.10 $840.00


Peter Hurwitz

02/16/2021 Alpha Media UCC Compile professional fee accruals forDebtors reporting on DIP, email E&Y(Reed) re: same

0.40 $280.00


0.40 $280.00

03/11/2021 Alpha Media UCC Attend Hearing 5.10 $3,570.0003/16/2021 Alpha Media UCC Compile professional fee accruals for

Debtors reporting on DIP, email E&Y(Reed) re: same

0.40 $280.00




0.40 $280.00


Phillip Preis

02/05/2021 Alpha Media UCC Intro call with Miller buckfire team;Peter Hurwitz and Matt Dundon on aswell

0.50 $325.00

02/05/2021 Alpha Media UCC Intro call with E&Y team 0.40 $260.0002/19/2021 Alpha Media UCC Review of dip reporting 1.10 $715.0002/23/2021 Alpha Media UCC Final DIP hearing 1.30 $845.0002/23/2021 Alpha Media UCC Review of correspondence related to

final DIP hearing1.80 $1,170.00

03/10/2021 Alpha Media UCC Follow-up call with P. Hurwitz todiscuss case status and treatment ofGUCs

0.40 $260.00

03/11/2021 Alpha Media UCC Attending hearing to discuss (I) firstlien lender fee objections and (ii) UCCretention applications and (iii) approvalof disclosure statement

5.10 $3,315.00


Totals Amounts for Activity Type Case Administration 51.40 $25,220.00

Claims Analysis

Lee Rooney

03/23/2021 Alpha Media UCC Analysis of claims on schedules withcomparison to budgeted cure amounts,telecoms P. Hurwitz

2.20 $880.00

03/23/2021 Alpha Media UCC Analysis of 90-day payments and insiderpayments with creation of figures

1.10 $440.00

03/30/2021 Alpha Media UCC Telecom with P. Preis and P. Hurwitzre: cure costs and claims

0.50 $200.00

03/30/2021 Alpha Media UCC Telecom re: cure amounts and GUC list 0.40 $160.0003/30/2021 Alpha Media UCC Analysis of GUC list and cure amounts 2.10 $840.0003/31/2021 Alpha Media UCC Telecom with E&Y (B. Yano) with P.

Preis and P. Hurwitz0.50 $200.00

03/31/2021 Alpha Media UCC Telecom with P. Preis and P. Hurwitzre: claims and cure amounts

0.40 $160.00


Peter Hurwitz

03/03/2021 Alpha Media UCC Review and analyze SOALs and SOFAs. 2.70 $1,890.0003/15/2021 Alpha Media UCC Email exchange E&Y (Reed) re:

obtaining excel back up to schedules,telecon Hahn (Wick), Moelis re: same

0.80 $560.00

03/23/2021 Alpha Media UCC Telecon Hahn (Wick) re: budgeted cureamounts, analysis of schedules toconfirm same, telecons Rooney

1.50 $1,050.00

03/23/2021 Alpha Media UCC Review E&Y claims pool analysis andcontract cure schedule

0.70 $490.00

03/30/2021 Alpha Media UCC Telecon Preis, Rooney re: timing andanalysis of payments to GUC pool

0.50 $350.00

03/30/2021 Alpha Media UCC Review analysis from debtors financialadvisor (E&Y) re: timing and analysis ofpayments to GUC pool

1.90 $1,330.00

03/31/2021 Alpha Media UCC Telecon debtors financial advisor (E&Y),Pries, Rooney re: timing and analysis ofpayments to GUC pool

0.50 $350.00

03/31/2021 Alpha Media UCC Telecon creditor re: cure reconciliation 0.80 $560.00



03/31/2021 Alpha Media UCC Telecon Preis, Rooney re: timing of GUCpayments

0.40 $280.00


Phillip Preis

03/02/2021 Alpha Media UCC Review of SOFAs / SOALs 2.40 $1,560.0003/30/2021 Alpha Media UCC Review of materials provided by E&Y

addressing timing of payment of GUCclaims

2.30 $1,495.00

03/30/2021 Alpha Media UCC Call with P. Hurwitz and L. Rooney todiscuss analysis provided by debtorabout payment of GUC claims

0.50 $325.00

03/31/2021 Alpha Media UCC Conversation with a claims holder aboutexperience in dealing with the companyon reconciling cure amount

0.80 $520.00

03/31/2021 Alpha Media UCC call with E&Y team to discuss timingfor payment of claims. P. Hurwitz andL. Rooney on too

0.50 $325.00

03/31/2021 Alpha Media UCC Follow-up call with P. Hurwitz and L.Rooney after discussing claimspayments with E&Y

0.40 $260.00


Totals Amounts for Activity Type Claims Analysis 23.90 $14,225.00

Committee Member/Professional Meetings & Communications

Lee Rooney

02/05/2021 Alpha Media UCC Telecom with Debtor FA E&Y 0.40 $160.0002/05/2021 Alpha Media UCC Telecom with Hahn 0.40 $160.0002/09/2021 Alpha Media UCC Telecom with E&Y to discuss Company

financials0.60 $240.00

02/10/2021 Alpha Media UCC Committee Deck 1.40 $560.0002/10/2021 Alpha Media UCC Committee Meeting 0.50 $200.0002/17/2021 Alpha Media UCC Committee Meeting 0.30 $120.0002/24/2021 Alpha Media UCC Committee Meeting 0.60 $240.0003/09/2021 Alpha Media UCC Preparation of Committee Materials 1.60 $640.0003/10/2021 Alpha Media UCC Revisions to Committee deck 1.70 $680.0003/10/2021 Alpha Media UCC Committee Meeting 1.00 $400.0003/11/2021 Alpha Media UCC Attended hearing: Fortress professional

compensation.5.10 $2,040.00

03/17/2021 Alpha Media UCC Attended Committee Meeting 1.00 $400.0003/23/2021 Alpha Media UCC Preparation of Committee Materials 1.60 $640.0003/24/2021 Alpha Media UCC Participated in Committee Meeting 0.90 $360.00


Peter Hurwitz

02/05/2021 Alpha Media UCC Telecon with Miller Buckfire (D'Amico,Klein), Preis, Dundon

0.50 $350.00

02/05/2021 Alpha Media UCC Telecon Hahn, Miller Buckfire, Preis,Dundon, Rooney

0.50 $350.00

02/05/2021 Alpha Media UCC Telecon with E&Y, Preis, Dundon 0.40 $280.0002/10/2021 Alpha Media UCC Attend UCC teleconference 0.60 $420.0002/10/2021 Alpha Media UCC Review and finalize UCC presentation

materials, telecon Hahn Loeser (Wick)re: same

0.50 $350.00

02/17/2021 Alpha Media UCC UCC telecon 0.40 $280.0002/17/2021 Alpha Media UCC Prepare budget variance update

materials, telecons Rooney re: same0.80 $560.00



02/23/2021 Alpha Media UCC finalize UCC variance presentation,telecons Rooney re: same

0.70 $490.00

02/24/2021 Alpha Media UCC UCC telecon 0.70 $490.0003/03/2021 Alpha Media UCC Attend telephonic UCC meeting 0.70 $490.0003/09/2021 Alpha Media UCC Telecon with Moelis, Miller Buckfire,

Rooney, Preis re: business model review1.00 $700.00

03/10/2021 Alpha Media UCC Review and revise UCC presentationmaterials, telecons Rooney re: same

0.80 $560.00

03/17/2021 Alpha Media UCC Telecon Hahn Loeser, Miller Buckfire,UCC professional representatives, Preis,Rooney re: case update

1.10 $770.00

03/17/2021 Alpha Media UCC Attend UCC Telecon 1.00 $700.0003/17/2021 Alpha Media UCC Telecon Hahn Loeser (Wick), Preis re:

case strategy1.00 $700.00

03/17/2021 Alpha Media UCC Prepare for UCC telecon 0.30 $210.0003/23/2021 Alpha Media UCC Review and finalize UCC presentation

materials, telecon Preis, Rooney re:same

0.80 $560.00

03/23/2021 Alpha Media UCC Review Miller Buckfire presentation tothe UCC re: business plan analysis

0.40 $280.00

03/23/2021 Alpha Media UCC Telecon Hahn Loeser (Wick) re: budgetanalysis and timing of claims paymentsto GUC's.

0.50 $350.00

03/23/2021 Alpha Media UCC Review and finalize UCC presentationmaterials, email exchange Hahn Loeser(Wick) re: same

0.70 $490.00

03/24/2021 Alpha Media UCC Prepare for UCC telecon, reviewmaterials re: same

0.30 $210.00

03/24/2021 Alpha Media UCC UCC telecon 1.00 $700.00


Phillip Preis

02/05/2021 Alpha Media UCC Kick-off call with UCC professionals 0.50 $325.0002/10/2021 Alpha Media UCC Call with Committee 0.50 $325.0002/10/2021 Alpha Media UCC Prep for call with committee 0.40 $260.0002/10/2021 Alpha Media UCC Review and comment on Dundon

committee deck0.40 $260.00

02/17/2021 Alpha Media UCC Prep for committee call 0.80 $520.0002/17/2021 Alpha Media UCC Committee update call 0.30 $195.0002/22/2021 Alpha Media UCC Review of Dundon draft presentation for

committee1.20 $780.00

02/24/2021 Alpha Media UCC prep for committee call 0.60 $390.0002/24/2021 Alpha Media UCC Recurring committee call to discuss DIP

hearing and next steps for case; Dundonupdate on cash flows as well

0.60 $390.00

02/24/2021 Alpha Media UCC review of Dundon materials forcommittee

0.70 $455.00

03/03/2021 Alpha Media UCC Attended conference call with clients todiscuss the cases and provide afinancial update

0.70 $455.00

03/09/2021 Alpha Media UCC Attended call with Moelis and MB todiscuss business plan and treatment ofGUCs. Z. Jamal and P. Hurwitz on call

1.00 $650.00

03/09/2021 Alpha Media UCC Discussion with L. Rooney concerningbook for committee meeting

0.40 $260.00

03/10/2021 Alpha Media UCC Review and comment to Alpha mediapresentation for the committee

1.10 $715.00

03/10/2021 Alpha Media UCC Call's with Lee Rooney to discusspresentation for committee

0.50 $325.00

03/10/2021 Alpha Media UCC Attended recurring committee call todiscuss financial performance andupdate committee on case progress

1.00 $650.00



03/17/2021 Alpha Media UCC Attended professional call to discusscase strategy. C. Wick and P. Hurwitzon as well

1.00 $650.00

03/17/2021 Alpha Media UCC Prepare for call with UCC advisors 0.20 $130.0003/23/2021 Alpha Media UCC Follow-up call with Lee Rooney to

discuss our deck for our committee callon Alpha Media

0.40 $260.00

03/23/2021 Alpha Media UCC Calls with P. Hurwitz and L.Rooney todiscuss book for committee

0.80 $520.00

03/24/2021 Alpha Media UCC Committee call to discuss potentialconfirmation objections and updatecommittee on financial performance

1.00 $650.00

03/24/2021 Alpha Media UCC Prep for committee meeting 0.40 $260.00


Totals Amounts for Activity Type Committee Member/Professional Meetings & Communications 46.30 $26,555.00

Other Professionals' Retention and Fee Applications

Peter Hurwitz

03/08/2021 Alpha Media UCC Review draft motion in support of UCCinvestment banker retention, commentsHahn Loeser re: same

0.50 $350.00

03/09/2021 Alpha Media UCC Telecons Hahn Loeser (Wick) re:objections to UCC investment bankerretention

0.80 $560.00

03/09/2021 Alpha Media UCC Telecon Moelis re: objections to UCCinvestment banker retention

0.50 $350.00

03/09/2021 Alpha Media UCC Review draft motion in support of UCCinvestment banker retention, commentsHahn Loeser re: same

0.90 $630.00


Phillip Preis

03/08/2021 Alpha Media UCC Review of motion to object to UCChiring of an investment banker

0.20 $130.00

Totals Amounts for User Phillip Preis 0.20 $130.00

Totals Amounts for Activity Type Other Professionals' Retention and Fee Applications 2.90 $2,020.00


Peter Hurwitz

02/12/2021 Alpha Media UCC Review updated disclosure statement,telecons Hahn Loeser re: same

1.50 $1,050.00

02/19/2021 Alpha Media UCC Review updated plan of reorganizationand disclosure statement, analyzeliquidation analysis and GUC treatment,telecons Preis re: same

1.50 $1,050.00

02/20/2021 Alpha Media UCC Review updated plan of reorganization,analyze new DIP proposal, teleconsdebtors financial advisor re: same

1.80 $1,260.00

02/21/2021 Alpha Media UCC Review Fortress revised proposal,telecons Debtors financial advisor re:same

1.20 $840.00

03/08/2021 Alpha Media UCC Analyze UCC objections updated planand treatment of GUCs, telecons HahnLoeser re: same

0.50 $350.00

03/10/2021 Alpha Media UCC Review second amended Plan 0.90 $630.0003/15/2021 Alpha Media UCC Email exchange Hahn (Wick), review

plan supplement and managementincentive plan details

0.80 $560.00



03/30/2021 Alpha Media UCC Review Debtors memorandum insupport of confirmation

0.70 $490.00


Phillip Preis

02/12/2021 Alpha Media UCC Review of Fortress revised DIP andrestructuring proposal

0.60 $390.00

02/19/2021 Alpha Media UCC Review of revised disclosure statement,telephone conversation with PeterHurwitz about thoughts

1.20 $780.00

02/21/2021 Alpha Media UCC Review of correspondence aroundDebtors new POR and DIP

1.20 $780.00

03/08/2021 Alpha Media UCC Review of correspondence related toUCC objections to the debtorsdisclosure statement and proposedtreatment of GUC's thereunder

0.80 $520.00


Totals Amounts for Activity Type Plan and Disclosure Statement 12.70 $8,700.00

Grand Total 168.20 $96,670.00



EXHIBIT B

(April 1 Fees)


Dundon Advisers LLC - Activity TypeDate Start: 4/1/2021 | Date End: 4/1/2021 | Clients: Alpha Media | Users: All | Matters: All | Activity Types: All | Group By: Activity Code

Date Client Matter Description Billable TimeBillableAmount

Committee Member/Professional Meetings & Communications

Lee Rooney

04/01/2021 Alpha Media UCC Hearing 0.20 $80.00

Totals Amounts for User Lee Rooney 0.20 $80.00

Totals Amounts for Activity Type Committee Member/Professional Meetings & Communications 0.20 $80.00


Peter Hurwitz

04/01/2021 Alpha Media UCC Attend confirmation hearing 1.40 $980.0004/01/2021 Alpha Media UCC Review filings and correspondence in

preparation for confirmation hearing0.70 $490.00

04/01/2021 Alpha Media UCC Review Debtors memorandum insupport of confirmation

0.70 $490.00


Phillip Preis

04/01/2021 Alpha Media UCC Review of correspondence related toconfirmation hearing

0.10 $65.00

04/01/2021 Alpha Media UCC Attended confirmation hearing viatelephone

0.50 $325.00

Totals Amounts for User Phillip Preis 0.60 $390.00

Totals Amounts for Activity Type Plan and Disclosure Statement 3.40 $2,350.00

Grand Total 3.60 $2,430.00


EXHIBIT 1

(Proposed Order)










Telephone: (216) 621-0150

Facsimile: (216) 241-2824


[email protected]

[email protected]

[email protected]

[email protected]








P.O. Box 500


Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]


Creditors



RICHMOND DIVISION

In re: ) Chapter 11

)


)

Case No. 21-30209 (KRH)

)


)

ORDER APPROVING FINAL FEE APPLICATION OF DUNDON ADVISERS LLC AS

FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND


THROUGH APRIL 1,2021

Upon consideration of the first and final fee application (the “Final Application”)6 of Dundon

Advisors LLC (“Dundon”) as Financial Advisor to the Official Committee of Unsecured Creditors (the

“Committee”) for the period from February 4, 2021 through April 1, 2021 (the “Final Fee Period”); and

the Court having considered the Final Application filed by Dundon; and it appearing to the Court that the

relief requested in the Final Application is in the best interests of the Debtors’ estates, its creditors and



business and Debtors’ service address in these chapter 11 cases is 1211 SW 5t.h Avenue, Suite 750, Portland OR 97204. 6 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.






other parties-in-interest; and the Court having jurisdiction to consider the Final Application and the relief

requested therein; and the Committee having provided adequate and appropriate notice of the Final

Application; and after due deliberation and good and sufficient cause appearing therefor, it appearing to

the Court that the Final Application should be approved,

IT IS HEREBY ORDERED THAT:

1. The Final Application is GRANTED as set forth herein.

2. Dundon is allowed on a final basis compensation in the amount of $94,952.00, which sum

is net a voluntary reduction of $4,148.00 per agreement with the Office of the United States Trustee, for

the Final Fee Period.

3. The Debtors are authorized and directed to disburse to Dundon payment in the amount of

the difference between the allowed amounts and the actual monthly payments previously received by

Dundon for fees and expenses incurred during the Final Fee Period.

4. The Debtors and Dundon are authorized and empowered to take such actions as may be

necessary and appropriate to implement the terms of this Order.

5. The terms and conditions of this Order shall be immediately effective and enforceable upon

its entry.

6. This Court shall retain jurisdiction with respect to all matters arising from or related to the

implementation of this Order.

Dated: ____________, 2020

Richmond, Virginia

HONORABLE KEVIN R. HUENNEKENS,

UNITED STATES BANKRUPTCY JUDGE


WE ASK FOR THIS:

By: /s/ Robert S. Westermann







P.O. Box 500


Telephone: (804) 771-9500

Facsimile: (804) 644-0957


[email protected]

Local Counsel to the Official Committee of

Unsecured Creditors

-and-









Telephone: (216) 621-0150

Facsimile: (216) 241-2824


[email protected]

[email protected]

[email protected]

[email protected]


Creditors




SEEN AND NO OBJECTION:

/s/ DRAFT

B. Webb King, Esq.

OFFICE OF THE UNITED STATES TRUSTEE

701 East Broad Street

Suite 4304


Office of the U.S. Trustee

CERTIFICATION OF ENDORSEMENT

UNDER LOCAL RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order

has been endorsed by or served upon all necessary parties.

/s/

Counsel


in re: ) chapter 11 alpha media holdings llc., et al. case

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