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Full title: Affidavit (re:322 Application for Compensation with hearing) filed by Tea Olive I, LLC. (Kinsella, Steven) (Entered: 06/03/2021)

Document posted on Jun 2, 2021 in the bankruptcy, 49 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

negotiating resolution of 503(b)(9) claims; communicating with creditor on proof of claim issues; revising settlement agreement and preparing 9019 motion; preparing response to DCC motion for relief from stay; and researching case law on motion for relief from stay. Blended Hourly Rate: $444.52 (5010) Employment and Fee Applications: $2,158.00 Services consist of communicating with ombudsman regarding fee application reviewing and revising invoices for ombudsman fee application; revising proposed orders; reviewing invoice sand preparing 4th interim fee application for Fredrikson and Donlin; preparing affidavit in support of Fredrikson fee application; and e-mails to and from Donlin regarding invoices for fee applications.Blended Hourly Rate: $317.35 (5012) Financing and Cash Collateral: $9,464.00 Services include extensive communication with CRO and S. Meyer on settlement issues with Worldwide; reviewing and responding to CIT invoices; attention to settlement motion; emails with client regarding budget and cash issues; and reviewing lender fee issue. $6,464.50 Services include preparing for and participating in meeting with client and professional team; communications regarding conversion issues, insurance and settlement of credit card claim; and following up on accounting issues. 0.50 260.0005/05/21 C. Cutler Emails with M. Wesley on budget update issues 1.00 650.00and insurance refunds (.6); emails with S. Fox on Worldwide settlement issues (.4).

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Document Contents

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. DECLARATION OF STEVEN R. KINSELLA IN SUPPORT OF FOURTH INTERIM APPLICATION FOR ALLOWANCE OF FEES AND EXPENSES FOR DEBTOR’S COUNSEL APRIL 1, 2021, THROUGH MAY 31, 2021 (FREDRIKSON & BYRON, P.A.) Steven R. Kinsella makes the following declaration in support of the Fourth Interim Application for Allowance of Fees and Expenses for Debtor’s Counsel April 1, 2021, through May 31, 2021 (Fredrikson & Byron, P.A.) [Docket No. 322] (the “Application”) 1. I am a shareholder in the law firm of Fredrikson & Byron, P.A. (“Fredrikson”), chapter 11 counsel for Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”). 2. In the Application, Fredrikson requested permission to supplement the Application with fees rendered and expenses incurred in this case between May 1, 2021, and May 31, 2021. Fredrikson also requested allowance of these fees and expenses in the Application. 3. A true and correct copy of the Fee Application Summary Cover Sheet for the May fees and expenses is attached as Exhibit 1. 4. The legal services rendered by Fredrikson in May are detailed on the attached Exhibit 2, which include the following tasks: (5001) Asset Analysis and Recovery: $557.00 Services include correspondence with purchaser regarding forklift and claims purchaser regarding debtor’s class action claim.

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Table 1 on page 2. Back to List of Tables
Name Hours Hourly Rate Fees
James C. Brand 1.0 $520
$370
$520.00
Samuel M. Andre 0.1 None $37.00
TOTAL 1.1 None $557.00
Blended Rate: $562.13 (5002) Asset Disposition: $3,716.00 Services consist of preparing and revising sale motion for credit card settlement claim; analyzing sale motion and coordinating filing and service; attention to executed sale agreement; preparing declaration in support of sale motion and coordinating service.
Table 2 on page 2. Back to List of Tables
Name Hours Hourly Rate Fees
Steven R. Kinsella 1.2 $445 $534.00
Samuel M. Andre 8.6 $370 $3,182.00
TOTAL 9.8 $3,716.00
Blended Rate: $562.13 (5002) Asset Disposition: $3,716.00 Services consist of preparing and revising sale motion for credit card settlement claim; analyzing sale motion and coordinating filing and service; attention to executed sale agreement; preparing declaration in support of sale motion and coordinating service. Blended Hourly Rate: $379.18 (5003) Assumption and Rejection of Leases and Contracts: $1,076.00 Services include reviewing changes to clarification agreement; correspondence regarding rejection issue lease dispute, and lease buyout; and analyzing status of leased property.
Table 3 on page 2. Back to List of Tables
Name Hours None Fees
James C. Brand 1.5 None $780.00
Samuel M. Andre 0.8 $370 $296.00
TOTAL 2.3 None $1,076.00
Blended Hourly Rate: $467.83 (5006) Business Operations: $534.00 Services consist of analyzing BlueCross issues; communicating with BlueCross counsel regarding stop loss; and advising client regarding KERP/KEIP and insurance issues. Name Hours Hourly Rate Fees Steven R. Kinsella 1.2 $445 $534.00 TOTAL 1.2 $534.00 (5007) Claims Administration and Objections: $10,757.50 Services include extensive communications with client regarding reclamation claimand DCC objection; analyzing Worldwide issue and 503(b)(9) claim; preparing settlement

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notice regarding reclamation claim; negotiating resolution of 503(b)(9) claims; communicating with creditor on proof of claim issues; revising settlement agreement and preparing 9019 motion; preparing response to DCC motion for relief from stay; and researching case law on motion for relief from stay.
Table 1 on page 3. Back to List of Tables
Name Hours Hourly Rate Fees
Clint E. Cutler 0.2 $650 $130.00
James C. Brand 10.1 $520 $5,252.00
Steven R. Kinsella 3.1 $445 $1,379.50
Samuel M. Andre 10.8 $370 $3,996.00
TOTAL 24.20 $10,757.50
notice regarding reclamation claim; negotiating resolution of 503(b)(9) claims; communicating with creditor on proof of claim issues; revising settlement agreement and preparing 9019 motion; preparing response to DCC motion for relief from stay; and researching case law on motion for relief from stay. Blended Hourly Rate: $444.52 (5010) Employment and Fee Applications: $2,158.00 Services consist of communicating with ombudsman regarding fee application reviewing and revising invoices for ombudsman fee application; revising proposed orders; reviewing invoice sand preparing 4th interim fee application for Fredrikson and Donlin; preparing affidavit in support of Fredrikson fee application; and e-mails to and from Donlin regarding invoices for fee applications.
Table 2 on page 3. Back to List of Tables
Name Hours Hourly Rate Fees
Steven R. Kinsella 3.7 $445 $1,646.50
Shataia Stallings 3.1 $165 $511.50
TOTAL 6.80 $2,158.00
notice regarding reclamation claim; negotiating resolution of 503(b)(9) claims; communicating with creditor on proof of claim issues; revising settlement agreement and preparing 9019 motion; preparing response to DCC motion for relief from stay; and researching case law on motion for relief from stay. Blended Hourly Rate: $444.52 (5010) Employment and Fee Applications: $2,158.00 Services consist of communicating with ombudsman regarding fee application reviewing and revising invoices for ombudsman fee application; revising proposed orders; reviewing invoice sand preparing 4th interim fee application for Fredrikson and Donlin; preparing affidavit in support of Fredrikson fee application; and e-mails to and from Donlin regarding invoices for fee applications. Blended Hourly Rate: $317.35 (5012) Financing and Cash Collateral: $9,464.00 Services include extensive communication with CRO and S. Meyer on settlement issues with Worldwide; reviewing and responding to CIT invoices; attention to settlement motion; emails with client regarding budget and cash issues; and reviewing lender fee issue.
Table 3 on page 3. Back to List of Tables
Name Hours None Fees
Clint E. Cutler 13.6 None $8,840.00
James C. Brand 1.2 $520 $624.00
TOTAL 14.80 None $9,464.00
Blended Hourly Rate: $639.46

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(5013) Meetings and Communications with Creditors: $224.50 Services consist of reviewing changes to clarification agreement; communications regarding rejection issue; analyzing leases and status of leased property. Name Hours Hourly Rate Fees Steven R. Kinsella 0.3 $445 $133.50 Samuel M. Andre 0.3 $370 $111.00 TOTAL 0.6 $224.50 Blended Hourly Rate: $407.50 (5018) Reporting: $133.50 Services consist of telephone call with CRO regarding reporting requirements. Name Hours Hourly Rate Fees Steven R. Kinsella 0.3 $445 $133.50 TOTAL 0.3 $133.50 (5000) Chapter 11: $6,464.50 Services include preparing for and participating in meeting with client and professional team; communications regarding conversion issues, insurance and settlement of credit card claim; and following up on accounting issues. Name Hours Hourly Rate Fees Clint E. Cutler 5.4 $650 $3,510.00 James C. Brand 3.2 $520 $1,664.00 Steven R. Kinsella 2.9 $445 $1,290.50 TOTAL 11.5 $6,464.50 Blended Hourly Rate: $562.13 5. Fredrikson seeks allowance of $34,105.00 in total May fees. When combined withthe April fees described in the Application, Fredrikson seeks allowance of $104,832.00 in total fees. 6. In the course of its representation of the Debtor, Fredrikson has also incurred expenses detailed as part of Matter No. 5000 on Exhibit 2 and requests allowance thereof as follows:

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Table 1 on page 5. Back to List of Tables
Expenses Amount
MN Bankruptcy Court - Filing fee for Motion
to Sell Property Free and Clear of Liens
$188.00
TOTAL $188.00
7. Fredrikson seeks allowance and reimbursement of $188.00 in May expenses. When combined with the April expenses described in the Application, Fredrikson seeks allowance and reimbursement of $220.00 in total expenses. 8. For the May fees, a table of each timekeepers’ title and date of bar admission is attached as Exhibit 3. 9. The following is provided in response to the United States Trustee’s request for additional information set forth in ¶ C.5 of Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under United States Code by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “Guidelines”): a. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing rates, fees or terms for services pertaining to this engagement that were provided during the application period? If so, please explain. Response: No. b. Question: If the fees sought in this fee application as compared to the fees budgeted for the time period covered by this fee application are higher by 10% or more, did you discuss the reasons for the variation with the client? Response: The May fees do not exceed the budgeted amount for May. c. Question: Have any of the professionals included in this fee application varied their hourly rate based on the geographic location of the bankruptcy case? Response: No. d. Question: Does the fee application include time or fees related to reviewing or revising time records or preparing, reviewing, or revising invoices? (This is limited to work involved in preparing and editing billing records that would not be compensable outside of bankruptcy and does not include reasonable fees for preparing a fee application.). If so, please quantify by hours and fees. Response: No.

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e. Question: Does this fee application include time or fees for reviewing time records to redact any privileged or other confidential information? If so, please quantify by hours and fees. Response: No. f. Question: If the fee application includes any rate increases since retention: (i) Did your client review and approve those rate increases in advance? (ii) Did your client agree when retaining the law firm to accept all future rate increases? If not, did you inform your client that they need not agree to modified rates or terms in order to have you continue the representation, consistent with ABA Formal Ethics Opinion 11-458? Response: Consistent with its normal practice, Fredrikson’s rates increased on January 1, 2021. In connection with the Debtor’s retention of Fredrikson, Fredrikson notified the Debtor that Fredrikson’s rates are subject to annual adjustments. I declare under penalty of perjury that the foregoing is true and correct according to the best of my knowledge, information, and belief. Dated: June 3, 2021 /e/ Steven R. Kinsella Steven R. Kinsella 73046878 v1

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EXHIBIT 1

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. ______________________________________________________________________________________________ FEE APPLICATION SUMMARY COVER SHEET ______________________________________________________________________________________________
Table 1 on page 8. Back to List of Tables
Name of applicant: Fredrikson & Byron P.A.
Name of client: Tea Olive I, LLC d/b/a
Stock+Field
Time period covered by this application: May 1, 2021 through May
31, 2021
Total compensation sought this period: $35,105.00
Total expenses sought this period: $188.00
Petition date: January 10, 2021
Retention date: December 10, 2020
Date of order approving employment: February 1, 2021
Total allowed compensation paid to date: $378,616.50
Total allowed expenses paid to date: $2,265.00
Blended rate in this application for all attorneys: $497.74
Blended rate in this application for all timekeepers: $483.54
Number of professionals included in this application: 5
If applicable, the number of professionals included in this
application not included in a staffing plan approved by the client:
0
If applicable, difference between fees budgeted and
compensation sought for this period:
Budgeted: $50,000
Actual: $35,105.00
Number of professionals billing fewer than 15 hours to the case
during this period:
1

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Table 1 on page 9. Back to List of Tables
If the applicant has increased rates during the case, the
application should disclose the effect of the rate increases. For
comparison purposes, the applicant should calculate and disclose
the total compensation sought in the application using the rates
originally disclosed in the retention application:
N/A
Note: Complies with UST Guidelines for larger chapter 11 cases as of November 1, 2013. There is no monthly compensation order. Consequently, the summary cover sheet does not include reference to payments pursuant to such order. 73077442.1

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EXHIBIT 2

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Client Account: 085216.5001 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Asset Analysis and Recovery Total for Current Legal Fees: $ 557.00 Total For Current Invoice: $ 557.00 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 133.50 Total Amount Due as of June 2, 2021: $ 690.50 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5001 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Asset Analysis and Recovery Legal Fees Date Timekeeper Description Hours Amount 05/24/21 J. Brand Correspondence with purchaser regarding forklift. 0.40 208.0005/25/21 J. Brand Additional Correspondence regarding forklift 0.60 312.00issue. 05/25/21 S. Andre Call with claims purchaser re interest in debtor's 0.10 37.00class action claim. Current Legal Fees: 1.10 $ 557.00 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Brand 520.00 1.00 520.00 . Andre 370.00 0.10 37.00 Total 1.10 $ 557.00 Invoice Totals Total for Current Legal Fees: $ 557.00 Total For Current Invoice: $ 557.00

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Page: 2 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650716 133.50 133.50 Total Prior Balance: $ 133.50

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Client Account: 085216.5002 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Asset Disposition Total for Current Legal Fees: $ 3,716.00 Total For Current Invoice: $ 3,716.00 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 9,861.50 Total Amount Due as of June 2, 2021: $ 13,577.50 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5002 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Asset Disposition Legal Fees Date Timekeeper Description Hours Amount 05/10/21 S. Kinsella Provide instruction regarding sale motion for 0.30 133.50credit card settlement claim. 05/10/21 S. Andre Prepare sale motion re Debtor class action credit 4.70 1,739.00card claims (4.5); call with S. Kinsella on same (.2). 05/14/21 S. Kinsella Revise claim sale motion. 0.40 178.00 05/14/21 S. Andre Prepare motion to authorize sale of claims (.6); 1.70 629.00call with S. Kinsella on same (.2); assist in preparation of Claim Sale Agreement (.7); call with M. Wesley re motion to authorize sale of claims (.2). 05/17/21 S. Kinsella Analyze sale motion issues and communications 0.40 178.00regarding the same. 05/17/21 S. Andre Prepare sale motion and coordinate filing and 1.70 629.00service. 05/18/21 S. Andre Coordinate service of amended sale motion. 0.10 37.0005/20/21 S. Kinsella Attention to executed sale agreement. 0.10 44.5005/20/21 S. Andre Prepare declaration in support of sale motion; 0.40 148.00coordinate filing of same. Current Legal Fees: 9.80 $ 3,716.00 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Kinsella 445.00 1.20 534.00 . Andre 370.00 8.60 3,182.00 Total 9.80 $ 3,716.00

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Page: 2 Invoice Totals Total for Current Legal Fees: $ 3,716.00 Total For Current Invoice: $ 3,716.00

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Page: 3 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650717 9,861.50 9,861.50 Total Prior Balance: $ 9,861.50

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Client Account: 085216.5003 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Assumption and Rejection of Leases and Contracts Total for Current Legal Fees: $ 1,076.00 Total For Current Invoice: $ 1,076.00 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 6,596.00 Total Amount Due as of June 2, 2021: $ 7,672.00 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5003 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Assumption and Rejection of Leases and Contracts Legal Fees Date Timekeeper Description Hours Amount 05/03/21 J. Brand Review changes to clarification agreement and 0.20 104.00correspondence regarding same. 05/12/21 J. Brand Correspondence regarding rejection issue. 0.30 156.0005/13/21 S. Andre Respond to and call with M. Wesley re lease 0.20 74.00payment inquiry. 05/18/21 J. Brand Correspondence regarding Wells Fargo lease 0.50 260.00issue and analysis regarding same. 05/18/21 S. Andre Call with J. Brand re lease dispute. 0.10 37.0005/21/21 J. Brand Correspondence with S. Andre regarding Wells 0.30 156.00Fargo issue and provide instructions. 05/21/21 S. Andre Correspond with Wells Fargo counsel re copy of 0.30 111.00forklift leases (.1); analyze leases (.2). 05/24/21 J. Brand Correspondence regarding Wells Fargo issue. 0.20 104.0005/24/21 S. Andre Email Wells Fargo re lease buyout. 0.10 37.0005/25/21 S. Andre Analyze of status of leased property. 0.10 37.00Current Legal Fees: 2.30 $ 1,076.00 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Brand 520.00 1.50 780.00 . Andre 370.00 0.80 296.00 Total 2.30 $ 1,076.00

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Page: 2 Invoice Totals Total for Current Legal Fees: $ 1,076.00 Total For Current Invoice: $ 1,076.00

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Page: 3 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650718 6,596.00 6,596.00 Total Prior Balance: $ 6,596.00

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Client Account: 085216.5006 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Business Operations Total for Current Legal Fees: $ 534.00 Total For Current Invoice: $ 534.00 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 3,732.50 Total Amount Due as of June 2, 2021: $ 4,266.50 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5006 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Business Operations Legal Fees Date Timekeeper Description Hours Amount 05/03/21 S. Kinsella Analyze BlueCross issues. 0.30 133.50 05/04/21 S. Kinsella Phone call with BlueCross counsel regarding stop 0.30 133.50loss (.2); provide update to client (.1). 05/17/21 S. Kinsella Phone call with M. Wesley regarding KERP/KEIP 0.20 89.00issue. 05/18/21 S. Kinsella Advise client on KEIP issue. 0.10 44.5005/24/21 S. Kinsella Phone call with M. Wesley regarding insurance 0.30 133.50issues. Current Legal Fees: 1.20 $ 534.00 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Kinsella 445.00 1.20 534.00 Total 1.20 $ 534.00 Invoice Totals Total for Current Legal Fees: $ 534.00 Total For Current Invoice: $ 534.00

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Page: 2 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650719 3,732.50 3,732.50 Total Prior Balance: $ 3,732.50

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Client Account: 085216.5007 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Claims Administration and Objections Total for Current Legal Fees: $ 10,757.50 Total For Current Invoice: $ 10,757.50 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 13,526.00 Total Amount Due as of June 2, 2021: $ 24,283.50 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5007 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Claims Administration and Objections Legal Fees Date Timekeeper Description Hours Amount 05/03/21 S. Andre Call with M. Wesley re reclamation claim. 0.10 37.0005/04/21 S. Kinsella Analyze 503(b)(9) claim settlement proposal. 0.10 44.5005/04/21 S. Andre Prepare settlement notice re reclamation claim 0.70 259.00(.5); analyze note from reclamation creditor re reclamation claim amount (.2) 05/05/21 S. Kinsella Negotiate resolution of 503(b)(9) claims. 0.30 133.5005/05/21 S. Andre Negotiate resolution of potential reclamation claim 0.50 185.00objections. 05/06/21 S. Kinsella Attention to settlement negotiations with 503(b)(9) 0.20 89.00objections. 05/06/21 C. Cutler Emails with creditor on proof of claim issues. 0.20 130.0005/06/21 S. Andre Prepare and file settlement notices re reclamation 0.80 296.00claims (.5); analyze objection to reclamation claim notice (.3). 05/07/21 J. Brand Correspondence regarding settlement of 0.40 208.00Worldwide claim objection. 05/07/21 S. Andre Negotiate settlements re reclamation claim notice 0.30 111.00objections. 05/10/21 S. Kinsella Attention to proposed settlement of 503(b)(9) 0.10 44.50claim. 05/10/21 S. Andre Email creditor re objection to reclamation claim 0.10 37.00notice. 05/11/21 S. Kinsella Analyze 503(b)(9) objection. 0.50 222.5005/11/21 J. Brand Review settlement agreement. 0.20 104.00 05/11/21 S. Andre Negotiate settlement of reclamation notice 0.60 222.00objection; email with M. Wesley re same. 05/12/21 S. Kinsella Analyze 503(b)(9) issue. 0.50 222.50

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Page: 2 05/12/21 J. Brand Revise settlement agreement and prepare 9019 3.10 1,612.00motion. 05/13/21 J. Brand Revise settlement agreement and 1.70 884.00correspondence regarding same. and continue preparing 9019 motion 05/13/21 S. Andre Analyze email from M. Wesley re objection to 0.10 37.00reclamation claim notice. 05/14/21 J. Brand Revise 9019 motion and correspondence 2.90 1,508.00regarding same. 05/17/21 S. Kinsella Review motion for relief from order. 0.20 89.0005/17/21 J. Brand Review motion to amend. 0.30 156.00 05/17/21 J. Brand Correspondence regarding service requirements 0.60 312.00and provide instructions regarding same (.3); issues (.3) correspondence regarding Worldwide settlement 05/17/21 S. Andre Analyze DCC Propane motion for relief from 0.20 74.00reclamation claim order. 05/18/21 S. Kinsella Analyze 503(b)(9) issue. 0.10 44.50 05/18/21 J. Brand Revisions to 9019 motion and correspondence 0.90 468.00regarding same. 05/18/21 S. Andre Preparation of response in support of reclamation 2.90 1,073.00notice. 05/19/21 S. Kinsella Review and revise objection to 503(b)(9) claim. 0.20 89.0005/19/21 S. Andre Prepare response in support of reclamation notice 0.20 74.00(.1); forward same to M. Wesley (.1). 05/20/21 S. Kinsella Communications with counsel for 503(b)(9) 0.10 44.50claimant. 05/20/21 S. Andre Prepare and coordinate filing re response in 0.20 74.00support of reclamation notice. 05/21/21 S. Kinsella Attention to information regarding 503(b)(9) claim. 0.10 44.5005/21/21 S. Andre Call with M. Wesley re DCC objection to 0.10 37.00reclamation notice. 05/24/21 S. Kinsella Provide instruction to S. Andre regarding 0.10 44.50503(b)(9) hearing. 05/24/21 S. Andre Email with court re hearing on DCC objection to 0.30 111.00reclamation notice; analyze email from client re payments to DCC. 05/25/21 S. Kinsella Attention to status of litigation with 503(b)(9) claim 0.10 44.50and advise regarding the same. 05/25/21 S. Andre Correspond with M. Wesley re reclamation claim 0.10 37.00payments.

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Page: 3 05/27/21 S. Andre Correspond with M. Wesley re payment of 0.30 111.00reclamation claims. 05/28/21 S. Kinsella Analyze Worldwide issue (.3); advise on 503(b)(9) 0.40 178.00claim issue (.1). 05/28/21 S. Andre Prepare response to DCC motion for relief from 3.30 1,221.00order; research case law re same. Current Legal Fees: 24.20 $ 10,757.50 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Cutler 650.00 0.20 130.00 . Brand 520.00 10.10 5,252.00 . Kinsella 445.00 3.10 1,379.50 . Andre 370.00 10.80 3,996.00 Total 24.20 $ 10,757.50 Invoice Totals Total for Current Legal Fees: $ 10,757.50 Total For Current Invoice: $ 10,757.50

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Page: 4 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650720 13,526.00 13,526.00 Total Prior Balance: $ 13,526.00

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Client Account: 085216.5010 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Employment and Fee Applications Total for Current Legal Fees: $ 2,158.00 Total For Current Invoice: $ 2,158.00 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 4,918.00 Total Amount Due as of June 2, 2021: $ 7,076.00 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5010 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Employment and Fee Applications Legal Fees Date Timekeeper Description Hours Amount 05/04/21 S. Kinsella Communications with ombudsman regarding fee 0.70 311.50application (.2); review and revise invoices for fee application (.5). 05/05/21 S. Kinsella Revise proposed orders (.3); coordinate payment 0.60 267.00for Committee's counsel and ombudsman (.2); review Committee's latest fee app (.1). 05/06/21 S. Kinsella Coordinate payment instructions for fee 0.10 44.50applications. 05/10/21 S. Kinsella Assist with preparation of fee application. 0.10 44.5005/11/21 S. Stallings Review invoices and prepare Fredrikson's 4th fee 1.50 247.50application. 05/12/21 S. Kinsella Attention to Donlin invoices for fee application. 0.10 44.5005/12/21 S. Stallings Review invoices and prepare fee application for 1.40 231.00Donlin Recano. 05/14/21 S. Kinsella Revise fee applications. 0.30 133.50 05/17/21 S. Kinsella Revise and file fee applications. 1.00 445.0005/28/21 S. Kinsella Prepare affidavit in support of Fredrikson fee 0.80 356.00application. 05/28/21 S. Stallings E-mail to and from A. Logan regarding invoices 0.20 33.00for fee applications. Current Legal Fees: 6.80 $ 2,158.00

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Page: 2 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Kinsella 445.00 3.70 1,646.50 . Stallings 165.00 3.10 511.50 Total 6.80 $ 2,158.00 Invoice Totals Total for Current Legal Fees: $ 2,158.00 Total For Current Invoice: $ 2,158.00

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Page: 3 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650721 4,918.00 4,918.00 Total Prior Balance: $ 4,918.00

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Client Account: 085216.5012 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Financing and Cash Collateral Total for Current Legal Fees: $ 9,464.00 Total For Current Invoice: $ 9,464.00 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 8,882.50 Total Amount Due as of June 2, 2021: $ 18,346.50 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5012 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Financing and Cash Collateral Legal Fees Date Timekeeper Description Hours Amount 05/03/21 C. Cutler Emails with S. Meyer on settlement issues. 0.60 390.0005/04/21 C. Cutler Emails with M. Wesley on budget issues (.6); 1.10 715.00emails with and call with S. Fox on Worldwide issues (.5). 05/04/21 J. Brand Review and respond to CIT invoices. 0.50 260.0005/05/21 C. Cutler Emails with M. Wesley on budget update issues 1.00 650.00and insurance refunds (.6); emails with S. Fox on Worldwide settlement issues (.4). 05/05/21 J. Brand Correspondence regarding CIT invoices. 0.30 156.0005/06/21 C. Cutler Emails with S. Fox and J. Ganz on settlement with 0.90 585.00Worldwide and attention to handling. 05/07/21 C. Cutler Call with S. Fox and J. Ganz on Worldwide 0.50 325.00settlement and procedure for approval (.3); emails with client on same (.2). 05/10/21 C. Cutler Call with S. Meyer on settlement of Worldwide 0.90 585.00claim and consider handling of motion for approval. 05/11/21 C. Cutler Email and call with S. Fox on settlement issues 0.40 260.00and sale of credit card claim. 05/12/21 C. Cutler Emails and call with S. Meyer on settlement terms 0.80 520.00and attention to same. 05/13/21 C. Cutler Emails on settlement with Worldwide and hearing 0.90 585.00date. 05/14/21 C. Cutler Emails and attention to settlement motion and 0.80 520.00provide comments on same. 05/17/21 C. Cutler Emails with committee counsel on settlement of 0.90 585.00Worldwide claims and attention to motion. 05/18/21 C. Cutler Emails with M. Wesley on budget and cash issues 0.60 390.00and handling.

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Page: 2 05/19/21 C. Cutler Emails with M. Wesley on updated ending cash 0.40 260.00and call on same. 05/20/21 C. Cutler Review compliance report and emails with M. 0.50 325.00Wesley and M. Whebbe on cash projections. 05/25/21 C. Cutler Call with S. Meyer on settlement issues with 0.70 455.00Worldwide (.2); e-mails with J. Brand on Wells equipment sale issues and consider handling (.5). 05/26/21 C. Cutler Attention to and consider Worldwide settlement 0.90 585.00approval and resolutions. 05/27/21 C. Cutler E-mails with M. Whebbe on Worldwide issues and 0.50 325.00handling. 05/28/21 C. Cutler Calls and emails with M. Wesley on original 1.20 780.00purchase and assumption of WW debt (.5); call with D. Grimsrud on same (.2); email from Holland and Knight on fees and attention to same (.5). 05/28/21 J. Brand Review lender fee issue. 0.40 208.00 Current Legal Fees: 14.80 $ 9,464.00 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Cutler 650.00 13.60 8,840.00 . Brand 520.00 1.20 624.00 Total 14.80 $ 9,464.00 Invoice Totals Total for Current Legal Fees: $ 9,464.00 Total For Current Invoice: $ 9,464.00

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Page: 3 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650722 8,882.50 8,882.50 Total Prior Balance: $ 8,882.50

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Client Account: 085216.5013 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Meetings and Communications with Creditors Total for Current Legal Fees: $ 244.50 Total For Current Invoice: $ 244.50 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 5,721.50 Total Amount Due as of June 2, 2021: $ 5,966.00 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5013 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Meetings and Communications with Creditors Legal Fees Date Timekeeper Description Hours Amount 05/04/21 S. Kinsella Phone call with Committee counsel regarding 0.20 89.00conversion timing issues. 05/12/21 S. Andre Analyze email from creditor re status of leases 0.30 111.00(.1); email with S. Kinsella and J. Brand on same (.2). 05/17/21 S. Kinsella Communications with Committee counsel 0.10 44.50regarding settlement. Current Legal Fees: 0.60 $ 244.50 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Kinsella 445.00 0.30 133.50 . Andre 370.00 0.30 111.00 Total 0.60 $ 244.50 Invoice Totals Total for Current Legal Fees: $ 244.50 Total For Current Invoice: $ 244.50

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Page: 2 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650723 5,721.50 5,721.50 Total Prior Balance: $ 5,721.50

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Client Account: 085216.5018 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Reporting Total for Current Legal Fees: $ 133.50 Total For Current Invoice: $ 133.50 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 1,738.50 Total Amount Due as of June 2, 2021: $ 1,872.00 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5018 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Reporting Legal Fees Date Timekeeper Description Hours Amount 05/21/21 S. Kinsella Phone call with M. Wesley regarding reporting 0.30 133.50requirements. Current Legal Fees: 0.30 $ 133.50 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Kinsella 445.00 0.30 133.50 Total 0.30 $ 133.50 Invoice Totals Total for Current Legal Fees: $ 133.50 Total For Current Invoice: $ 133.50

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Page: 2 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650725 1,738.50 1,738.50 Total Prior Balance: $ 1,738.50

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Client Account: 085216.5000 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Chapter 11 Bankruptcy Total for Current Legal Fees: $ 6,464.50 Total For Current Costs and Other Charges: $ 188.00 Total For Current Invoice: $ 6,652.50 If payment has been submitted for prior balance due, please disregard below. Prior Balance Due: $ 14,389.50 Total Amount Due as of June 2, 2021: $ 21,042.00 Payment is due within 30 days from receipt of invoice you have any questions please email accounting@fredlaw.com or contact a client representative at 612.492.7574.

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Client Account: 085216.5000 Tea Olive I, LLC Attn: Matt Whebbe 2600 Eagan Woods Drive, Ste. 120 Eagan, MN 55121 or Previously Unbilled Professional Services Rendered Through May 31, 2021egarding: Chapter 11 Bankruptcy Legal Fees Date Timekeeper Description Hours Amount 05/04/21 C. Cutler Emails with J. Klobuchar on committee motions. 0.40 260.0005/05/21 S. Kinsella Prepare for and participate in meeting with client 0.80 356.00and professional team. 05/05/21 C. Cutler Prepare for and update call with client on open 0.50 325.00issues. 05/05/21 J. Brand Correspondence regarding status. 0.90 468.0005/10/21 C. Cutler Emails on conversion issues. 0.40 260.0005/11/21 C. Cutler Emails with M. Wesley on conversion issues and 0.50 325.00handling of expenses. 05/12/21 S. Kinsella Participate in meeting with client and professional 0.30 133.50team. 05/12/21 C. Cutler Prepare for and status call with client and M. 0.40 260.00Wesley on open case issues. 05/12/21 J. Brand Status update meeting. 0.30 156.00 05/17/21 C. Cutler Emails on settlement of credit card claim. 0.40 260.0005/18/21 J. Brand Attention to case status. 0.40 208.00 05/19/21 S. Kinsella Prepare for and participate in meeting with client 0.60 267.00and professional team (.4); follow-up communications regarding the same (.2). 05/19/21 C. Cutler Prepare for and update call with client and M. 0.50 325.00Wesley on open items and follow up. 05/19/21 J. Brand Status conference with client. 0.50 260.0005/21/21 C. Cutler Email on insurance cancellation and attention to 0.50 325.00handling. 05/24/21 C. Cutler E-mails with M. Wesley and attention to insurance 0.50 325.00cancellation issues. 05/25/21 C. Cutler E-mails with M. Wesley and K Smith on ATF 0.60 390.00

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Page: 2 05/26/21 S. Kinsella Prepare for and participate in meeting with client 1.20 534.00and professional team. 05/26/21 C. Cutler Prepare for and update call with client and 0.70 455.00advisors (.5); follow up e-mails on accounting issue (.2). 05/26/21 J. Brand Attend weekly status call with client. 1.10 572.00Current Legal Fees: 11.50 $ 6,464.50 Timekeeper Summary imekeeper Bill Rate Hours Billed Amoun . Cutler 650.00 5.40 3,510.00 . Brand 520.00 3.20 1,664.00 . Kinsella 445.00 2.90 1,290.50 Total 11.50 $ 6,464.50 Costs and Other Charges Amount 05/17/21 MN Bankruptcy Court - Motion to Sell Property Free and Clear of Liens 188.00Current Costs and Other Charges: $ 188.00 Invoice Totals Total for Current Legal Fees: $ 6,464.50 Total For Current Costs and Other Charges: $ 188.00 Total For Current Invoice: $ 6,652.50

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Page: 3 Prior Balance Due Detail Date Invoice Number Amount Payments Balance Due 05/06/21 1650715 14,389.50 14,389.50 Total Prior Balance: $ 14,389.50

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EXHIBIT 3

48

Table 1 on page 49. Back to List of Tables
Name Title Date of 1st Bar
Admission
Department Fees Billed in
this
application
Hours
Billed in
this
application
Hourly Rate
Billed
Number of
rate
increases
since case
inception
Clint E.
Cutler
Officers 1984 Bankruptcy $12,480.00 19.2 $650 N/A
James C.
Brand
Officers 2007 Bankruptcy $8,840.00 17.0 $520 N/A
Steven R.
Kinsella
Officers 2011 Bankruptcy $5,651.50 12.7 $445 N/A
Samuel M.
Andre
Associates 2016 Bankruptcy $7,622.00 20.6 $370 N/A
Shataia
Stallings
Paralegal N/A Bankruptcy $511.50 3.1 $165 N/A

49