for the district of delaware in re: ) chapter 11 mte

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) MTE HOLDINGS LLC, et al.,1 ) Case No. 19-12269 (CSS) ) Debtors. ) Jointly Administered )

) )

Objection Deadline: September 11, 2020, at 4:00 p.m. (EST)

SUMMARY FOR FIRST INTERIM APPLICATION OF KASOWITZ BENSON TORRES LLP AS RESTRUCTURING COUNSEL TO THE

DEBTORS AND DEBTORS IN POSSESSION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED

FOR THE PERIOD OF OCTOBER 22, 2019 TO FEBRUARY 29, 2020

Name of Applicant: Kasowitz Benson Torres LLP

Authorized to provide professional services to: Debtors / Debtors in Possession

Petition Date: October 22, 2019

Date of Retention: Nunc pro tunc to October 22, 2019

Period for which compensation and reimbursement are sought: October 22, 2019 to February 29, 2020

Total amount of compensation sought by this first application as actual, reasonable, and necessary: $ 5,126,031.00

Total amount of compensation in the period covered by this first application paid to date: $4,100,824.80

Total amount of compensation for which payment is sought by this first application: $ 1,025,206.20

1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s federal tax identification number, are: MTE Holdings LLC. (7894); MTE Partners LLC. (1158); Olam Energy Resources I LLC (0770); MDC Energy LLC (9140); MDC Texas Operator LLC (1087); Ward I, LLC (6817); and MDC Reeves Energy LLC (3644). The Debtors’ address is 280 East 96th Street, Suite 210, Indianapolis, Indiana 46240.

Case 19-12269-CSS Doc 1448 Filed 08/21/20 of 21

2

Total amount of expenses sought by this first application as actual, reasonable, and necessary: $ 118,394.80

Total amount of expenses in the period covered by this first application paid to date: $ 118,394.80

Total amount of expenses for which payment is sought by this first application: $ 0.00

Number of professionals included in the First Interim Period: 43 (23 attorneys, 3 law clerks, 16 staff)

Number of professionals billing fewer than 15 hours to the Chapter 11 Cases during the First Interim Period: 10

Are any rates higher than those approved or disclosed at retention? No This is an: _______ monthly X _ interim _____ final application

PRIOR MONTHLY APPLICATIONS FOR FIRST INTERIM PERIOD

Date Filed Period

Fees Requested

Expenses Requested

Fees Allowed (80%)

Expenses Allowed (100%)

Certificate of No

Objection Filing Date

Holdback

4/21/20 10/22/2019 to

12/31/2019

$2,699,197.50 $59,747.00 $2,159,358.00

$59,747.00

D.I. 1134 5/29/2020

$539,839.50

5/7/20 1/1/2020 to 1/31/2020

$1,859,966.50 $42,153.07 $1,487,973.20

$42,153.07

D.I. 1138 5/29/2020

$371,993.30

5/21/20 2/1/2020 to 2/29/2020

$566,867.00 $16,494.73 $453,493.60

$16,494.73

D.I. 1182 6/12/2020

$113,373.40

Totals $5,126,031.00 $118,394.80 $4,100,824.80

$118,394.80 $1,025,206.20


3

COMPENSATION BY PROFESSIONAL FOR THE FIRST INTERIM PERIOD

POSITION (YEAR OF

BAR ADMISSION)

HOURLY RATE

TOTAL HOURS

TOTAL COMPENSATION

Kim Conroy Partner (2005) $925 58.80 $54,390.00

Kenneth R. David Partner (2000) $950 702.70 $667,565.00

Andrew K. Glenn Partner (1996) $1,150 534.20 $614,330.00

Marc E. Kasowitz Partner (1978) $1,900 254.80 $484,120.00

Albert Mishaan Partner (1995) $1,000 51.00 $51,000.00

Constantine Pamphilis Partner (2016) $795 27.30 $21,703.50

Barry Rutcofsky Partner (1984) $950 30.70 $29,165.00

Adam L. Shiff Partner (1993) $1,200 1.00 $1,200.00

Matthew B. Stein Partner (2004) $975 779.70 $760,207.50

David Mark Counsel (1978) $1,000 592.30 $592,300.00

Gary W. Dunn Special Counsel

(1990) $750 358.60 $268,950.00

Gino C. Barbera Managing

Attorney (2004) $600 1.70 $1,020.00

Karina Aiello Rocha Associate (2006) $430 91.80 $39,474.00

Michelle L. Angell Associate (2007) $750 335.30 $251,475.00

Stuart Boyarsky Associate (2003) $430 56.50 $24,295.00

Andrew S. Golden Associate (2017

DE) $380 962.10 $365,598.00


4

Carlos J. Jimenez Associate (2010) $350 76.30 $26,705.00

David Koch Associate (2016) $625 47.10 $29,437.50

C. Nathaniel Myers Associate (2018) $375 251.50 $94,312.50

Christine M. Rodriguez Associate (2011) $625 320.70 $200,437.50

Shai Schmidt Associate (2010) $725 95.70 $69,382.50

Ross G. Shank Staff Attorney

(2000) $510 2.80 $1,428.00

David Vaz Associate (2019) $375 6.60 $2,475.00

Michael Wilson Associate (2004

TX) $475 35.00 $16,625.00

Natalia Benitez Law Clerk (N/A) $350 201.00 $70,350.00

Samuel J. Kanusher Law Clerk (N/A) $350 399.50 $139,825.00

Naznen Rahman Law Clerk (N/A) $350 22.40 $7,840.00

Thomas Albuquerque Paralegal $305 26.10 $7,960.50

Kevin Bell Paralegal $300 25.40 $7,620.00

Michael Birnbaum Paralegal $350 189.50 $66,325.00

Oliver Buskin Paralegal $300 24.60 $7,380.00

Jamila A.M. Folkes Paralegal $300 5.60 $1,680.00

Eduardo Garcia-Nava Paralegal $325 8.20 $2,665.00

Blanquita Gomezcoello Paralegal $260 4.80 $1,248.00

LaToya Isaac Paralegal $250 16.20 $4,050.00


5

Adam Klein Paralegal $305 274.80 $83,814.00

Anitra R. Lawrence Paralegal $300 3.70 $1,110.00

Joyce Li Paralegal $255 12.20 $3,111.00

Sheng Mai Paralegal $305 19.50 $5,947.50

Myra Pedroza Paralegal $300 97.20 $29,160.00

Christine Rehak Paralegal $280 19.90 $5,572.00

Christopher M. Rohoman Paralegal $255 45.80 $11,679.00

Ming Tse Paralegal $305 3.60 $1,098.00

GRAND TOTAL: 7,074.20 $5,126,031.00


6

COMPENSATION BY PROJECT CATEGORY FOR FIRST INTERIM PERIOD

Project Category Number

Project Category Description Total Hours

Billed Total Compensation

Billed

12289602 Asset Analysis and Recovery 14.00 $12,212.50

12289604 Assumption and Rejection of Leases/Executory Contracts

103.50 $51,036.00

12289606 Budgeting 5.80 $5,059.00

12289607 Business Operations 54.60 $68,688.00

12289608 Case Management 739.40 $623,693.00

12289609 Claims Administration 104.00 $71,093.50

12289610 Corporate Governance and Board Matters

221.10 $196,846.00

12289611 Employee Benefits 55.50 $26,564.50

12289612 Employment and Fee Applications

358.90 $193,047.50

12289614 Financing and Cash Collateral 435.70 $361,566.50

12289615 Litigation 4,544.50 $3,176,952.00

12289616 Meetings and Communications with Creditors

36.70 $40,810.50

12289617 Non-Working Travel 46.30 $47,695.00

12289618 Plan and Disclosure Statement 17.60 $12,224.50

12289620 Relief from Stay and Adequate Protection

310.60 $225,046.50

12289621 Reporting 1.20 $1,250.00

12289622 Tax 21.10 $8,606.00

12289624 Automatic Stay 3.70 $3,640.00

Total 7,074.20 $5,126,031.00


7

EXPENSE SUMMARY FOR FIRST INTERIM PERIOD

EXPENSE DESCRIPTION TOTAL Official Records Search $4,796.34

Witnesses $101.05 Transcripts $15,022.75 Travel Expenses $13,045.62 Local Transportation $5,132.93 Business Meals $7,250.83 Professional Services $18,384.39 Automated Research $19,139.80 Document Reproduction $35,030.39 Document Delivery $305.59 Telephone $185.11 Total $118,394.80


CUSTOMARY AND COMPARABLE COMPENSATION DISCLOSURES

Kasowitz’s hourly rates for bankruptcy services are comparable to the hourly rates charged in complex chapter 11 cases by comparably skilled bankruptcy attorneys. In addition, Kasowitz’s hourly rates for bankruptcy services are comparable to the rates charged by Kasowitz, and by comparably skilled practitioners in other firms, for complex corporate and litigation matters, whether in court or otherwise, regardless of whether a fee application is required.

The blended hourly rate for all Kasowitz timekeepers who worked on these cases is approximately the same as the firm’s blended rate for all timekeepers over a Comparable Period (defined below). In particular, the blended hourly rate for all Kasowitz timekeepers (including both professionals and paraprofessionals) who billed to matters excluding chapter 11 representations (collectively, the “Non-Chapter 11 Matters”) during 2019 (the “Comparable Period”) was, in the aggregate, approximately $627.06. This blended rate includes attorneys in practice areas with substantially lower rates, including attorneys in Kasowitz’s matrimonial department. The blended hourly rate for all Kasowitz timekeepers (including both professionals and paraprofessionals) who worked on this case during the First Interim Period was, in the aggregate, $724.61. Kasowitz has not increased its billing rates for this case in 2020. Accordingly, the blended rate for all Kasowitz timekeepers who bill to matters excluding chapter 11 representations for 2020 is expected to be higher than the reported 2019 blended rate.

The following table shows blended hourly rates by category of professional and paraprofessional (rounded to the nearest dollar): Position at Kasowitz Blended Hourly Rate for

First Interim Period Blended Hourly Rate for Non-Chapter 11 Matters

Partner $1099.78 $921.27 Counsel $950.90 $732.66 Associate $491.73 $533.82 Paralegal/Staff $309.38 $289.90 All Timekeepers $724.61 $627.06


2



) )


FIRST INTERIM APPLICATION OF KASOWITZ

BENSON TORRES LLP AS RESTRUCTURING COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR ALLOWANCE OF

COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD OF OCTOBER 22, 2019 THROUGH FEBRUARY 29, 2020

Kasowitz Benson Torres LLP (“Kasowitz”), counsel to the above-captioned debtors and

debtors in possession (the “Debtors”) and appointed in the above-captioned jointly-administered

chapter 11 cases (the “Chapter 11 Cases”), hereby moves pursuant to 11 U.S.C. §§ 330 and 331,

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

allowance of compensation in the amount of $5,126,031.00, and reimbursement of expenses

incurred in the amount of $118,394.80, for the period of October 22, 2019 through February 29,

2020 (the “First Interim Period”), and in support thereof respectfully represents as follows:

JURISDICTION AND VENUE

1. This Court has jurisdiction over this application (the “Application”) pursuant to

28 U.S.C. §§ 157 and 1334. This is a core proceeding within the meaning of 28 U.S.C. §

157(b)(2). Venue in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409.



3

BACKGROUND

2. On October 22, 2019, Debtor MTE Holdings LLC (“MTE”) filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code in this Court. Subsequently, on

October 23, 2019, Debtors Olam Energy Resources I LLC and MTE Partners LLC filed

voluntary petitions for relief under chapter 11. The remaining debtors, including MDC Energy

LLC, (“MDC”) filed chapter 11 petitions on November 8, 2019 (the “Petition Date”).

3. A detailed description of the Debtors, their businesses, and the facts and

circumstances supporting this Motion and the Debtors’ bankruptcy petitions are set forth in

greater detail in the Declaration of Mark Siffin, Chief Executive Officer of MDC Energy LLC in

Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”) [D.I. 50].

This Application incorporates by reference the facts set forth in the First Day Declaration as if

fully set forth herein. Additional facts specific to this Application are set forth below.

4. On November 26, 2019, the Debtors filed the Debtors’ Application for Entry of

an Order Authorizing the Retention and Employment of Kasowitz Benson Torres LLP as

Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (the

“Kasowitz Retention Application”) [D.I. 138]. On January 7, 2020, the Debtors filed the First

Supplemental Declaration of Andrew K. Glenn in Support of Debtors’ Application for Entry of

an Order Authorizing the Retention and Employment of Kasowitz Benson Torres LLP as

Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [D.I.

411].

5. On January 13, 2020, the Court entered the Order Establishing Procedures for

Interim Compensation and Reimbursement of Expenses for Retained Professionals [D.I. 464]

(the “Compensation Procedures Order”), pursuant to which this Application is filed.


4

6. The Compensation Procedures Order provides the Debtors will request that the

Court schedule a hearing on interim fee application requests at least once every three months or

at such other intervals as the Court deems appropriate. Each professionals’ first interim fee

application shall cover the period from October 22, 2019 to February 29, 2020. Parties in

interest will have 21 days (or the next business day if such day is not a business day) after the

service of an interim fee application to file an objection. The Court, in its discretion, may

approve an uncontested interim fee application without the need for a hearing, upon a

professional’s filing of a certificate of no objection (the “Certificate of No Objection”) with the

Court.

7. Upon the filing of a Certificate of No Objection, the Debtors will be authorized to

promptly pay such professional all allowed fees (including the 20% holdback) and expenses not

previously paid.

8. On April 16, 2020, the Debtors filed the Second Supplemental Declaration of

Andrew K. Glenn in Support of Debtors’ Application for Entry of an Order Authorizing the

Retention and Employment of Kasowitz Benson Torres LLP as Attorneys for the Debtors and

Debtors in Possession Nunc Pro Tunc to the Petition Date [D.I. 957].

9. On April 21, 2020, the Court entered the Order Authorizing Retention and

Employment of Kasowitz Benson Torres LLP as Attorneys for the Debtors and Debtors in

Possession Nunc Pro Tunc to the Petition Date [D.I. 978].

10. On April 21, 2020, Kasowitz filed the First Monthly Fee Application of Kasowitz

Benson Torres LLP as Restructuring Counsel to the Debtors and Debtors in Possession for

Allowance of Compensation and Reimbursement of Expenses Incurred for the Period of October

22, 2019 through December 31, 2019 [D.I. 981] (the “First Monthly Application”).


5

11. On May 7, 2020, Kasowitz filed the Second Monthly Fee Application of Kasowitz


Allowance of Compensation and Reimbursement of Expenses Incurred for the Period of January

1, 2020 through January 31, 2020 [D.I. 1062] (the “Second Monthly Application”).

12. On May 21, 2020, Kasowitz filed the Third Monthly Fee Application of Kasowitz


Allowance of Compensation and Reimbursement of Expenses Incurred for the Period of

February 1, 2020 through February 29, 2020 [D.I. 1104] (the “Third Monthly Application,” and

together with the First Monthly Application and Second Monthly Application, the “Monthly

Applications”).

A. The Fee Application Objections and the Stipulation

13. On April 21, 2020, the Ad Hoc Committee of Service Providers (the “Ad Hoc

Committee”) objected to as-filed interim fee applications and “all future fee applications”

pursuant to the Omnibus Objection of the Official Committee of Ad Hoc Service Providers to Fee

Applications Filed by Debtors’ Professionals [D.I. 982] (the “Omnibus Objection”).

14. On April 27, 2020, Natixis, New York Branch (“Natixis”) joined the Omnibus

Objection pursuant to the Administrative Agent’s Joinder in the Omnibus Objection of the Ad

Hoc Committee of Service Providers to Fee Applications Filed by Debtors’ Professionals [D.I.

1002] (the “Natixis Joinder”). On that same date, BMO Harris Bank, N.A. (“BMO”) also joined

the Omnibus Objection [D.I. 1003] (the “BMO Joinder,” and, together with the Omnibus

Objection and the Natixis Joinder, the “Objection and Joinders”).

15. On May 29, 2020, the Court entered the Agreed Order Authorizing the Stipulation

Clarifying the Objection and Joinders to the Monthly Fee Applications of the Debtors’


6

Professionals [D.I. 1130] enacting the stipulation [D.I. 1128] (the “Stipulation”) among the

Debtors, the Ad Hoc Committee, Natixis and BMO with respect to the payment of interim

compensation and expense reimbursement. The Stipulation provides, among other things, that

Debtors MDC, MDC Texas Operator LLC, Ward I, LLC, and MDC Reeves Energy LLC shall

not pay any fees or expenses incurred prior to November 8, 2019 requested by any professional

in a pending monthly fee application unless and until approved by the Court after the hearing on

the first interim fee applications. See Stipulation, ¶ 1.

16. On June 15, 2020, the Court entered the Order Appointing Fee Examiner and

Establishing Related Procedures for the Review of Professional Claims [D.I. 1186], appointing a

fee examiner to review and report on, as appropriate, Monthly Applications and interim fee

applications submitted by any professionals retained in the Chapter 11 Cases under section 105,

327, or 1103 of the Bankruptcy Code.

COMPENSATION PAID AND ITS SOURCES

17. All services for which compensation is requested by Kasowitz were performed for

or on behalf of the Debtors. Specifically, all services during the First Interim Period were

performed on account of and for the benefit of MDC, MDC Reeves Energy, LLC, and Ward I,

LLC, the Debtors’ operating entities.

18. During the First Interim Period, Kasowitz has not received any payment or

promises of payment from any source other than the Debtors for services rendered or to be

rendered in connection with the matters covered by this Application (nor at any time). There is

no agreement or understanding between Kasowitz and any other person, other than other

employees of Kasowitz, for the sharing of compensation to be received for services rendered in

the Chapter 11 Cases.


7

19. To the extent that billable time or disbursement charges for services rendered or

expenses incurred relate to the First Interim Period but were not processed prior to the

preparation of this Application, Kasowitz reserves the right to request compensation for such

services and reimbursement of such expenses in future fee applications.

SUMMARY OF SERVICES RENDERED

20. The “Summary” accompanying and filed with this Application contains, among

other things: (i) a summary of the services rendered by Kasowitz during the First Interim Period

categorized by timekeeper; (ii) a summary of the services rendered by Kasowitz during the First

Interim Period categorized by project code; and (iii) a summary of the actual and necessary costs

and expenses incurred and/or disbursed by Kasowitz during the First Interim Period.

21. The exhibits to the Monthly Fee Applications set forth in chronological detail the

services performed by each Kasowitz timekeeper during the First Interim Period, calculated by

tenths of an hour, and categorized by project code, in accordance with the requirements of Local

Rule 2016-2. In addition, major tasks are summarized in the text of the Monthly Fee

Applications.

22. Throughout the First Interim Period, Kasowitz rendered substantial professional

services, under significant time constraints, to assist the Debtors in: (i) resolving a control

dispute over the rightful ownership of MDC initiated by the Riverstone Credit Management,

LLC (“Riverstone”) November 12, 2019 complaint against MDC alleging corporate governance

failures and mismanagement; (ii) successfully settling (the “Settlement”) the corporate

governance issues raised by motions to appoint a chapter 11 trustee filed by (a) Natixis,2 (b)

Riverstone, (c) the Ad Hoc Committee, and (d) the United States Trustee for the District of

2 Natixis’ motion was also filed on behalf of BMO, and BMO later filed a joinder to Natixis’ motion.


8

Delaware; (iii) pursuant to the Settlement, installing a Board of Managers (the “Board”) with two

of the three managers comprising the Board’s independent Special Committee; (iv) responding to

document requests from the Special Committee as part of the Special Committee’s Investigation

into certain management actions; and (v) managing all administrative aspects of the bankruptcy,

including: negotiating, documenting and obtaining approval of financing on an interim basis;

assisting in the formulation of a budget; obtaining approval to pay certain royalty obligations in

connection with oil and gas production; communicating with various creditors; administering

claims and analyzing the validity of purported statutory liens; filing applications to retain various

professionals; and many other tasks relating to the Debtors’ business operations, all of which are

detailed in the exhibits to the Monthly Applications.

ACTUAL AND NECESSARY EXPENSES

23. Kasowitz has incurred or disbursed $118,394.80 in expenses in providing

professional services to the Debtors during the First Interim Period. These expense amounts are

intended to reimburse Kasowitz for direct costs and expenditures that are not incorporated into

the Kasowitz hourly billing rates. Clients are only charged for services actually used. In

accordance with Local Rule 2016-2, Kasowitz has reduced its request for compensation for non-

working travel, if any, to 50% of its normal rate.3

24. Kasowitz charges all of its bankruptcy clients $0.10 per page for black-and-white

photocopying expenses. On several occasions, overnight delivery of documents and other

materials were required as a result of circumstances necessitating the use of such express

services.

3 This reduction complies with the United States Trustee’s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013.


9

25. Regarding providers of on-line legal research (e.g., LexisNexis and Westlaw),

Kasowitz charges all of its clients the standard usage rates these providers charge, which, due to

contractual flat fees, may not always equal Kasowitz’s actual cost. Kasowitz currently is under

contract to pay these providers a flat fee every month. Charging its clients the online providers’

standard usage rates allows Kasowitz to cover adequately the monthly flat fees it must pay to

these types of providers.

26. Kasowitz has made every reasonable effort to minimize its expenses in the

Chapter 11 Cases. The actual expenses incurred in providing professional services to the

Debtors were necessary, reasonable, and justified under the circumstances to serve the needs of

the Debtors, their estates, and other parties in interest.

UST GUIDELINES QUESTIONNAIRE

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. 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 budgeted fees in the filed cash collateral budgets for the Debtors’ professionals are not broken out per professional. The budgeted fees currently aggregate to about $2 million/month. Kasowitz believes its fees are within the budget and are reasonable and expected due to the ongoing litigation issues that occurred during the First Interim Period. 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. Question: Does the fee application include time or fees related to reviewing or revising time records or preparing, reviewing, or revising invoices? (This is


10

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: Net of material internal reductions, the Application contains approximately 0 hours reviewing and revising time records corresponding to approximately $0 of fees. 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. 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: The Application does not include any rate increases. Kasowitz has increased its standard rates since retention but has continued to charge the Debtors its original rates.

REQUEST FOR RELIEF

27. Kasowitz requests the Court to approve on an interim basis the full amount of the

fees and expenses requested in the Monthly Applications, and authorize the payment by the

Debtors of such amounts in full, including the holdback amounts set forth in the Summary tables.

28. Attorneys and other professionals of Kasowitz have expended a total of 7,074.2

hours in connection with these Chapter 11 Cases during the First Interim Period.

29. Kasowitz increased its hourly billing rates for 2020. However, Kasowitz has not

applied its 2020 rates in these Chapter 11 Cases and continues to charge the Debtors at 2019

rates, providing material savings for the estates and enhancement of the value that will be

available for distribution to creditors.


11

30. To the best of Kasowitz’s knowledge, this Application complies with sections 330

and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules and Local Rules, the United

States Trustee’s Guidelines for Reviewing Applications for Compensation and Reimbursement

of Expenses filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective

November 1, 2013, and the Compensation Procedures Order. In accordance with the factors

enumerated in section 330 of the Bankruptcy Code, Kasowitz respectfully submits that the

amount requested herein is fair and reasonable given (a) the complexity of the Chapter 11 Cases,

(b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such

services, and (e) the costs of comparable services other than in a case under this title. Moreover,

Kasowitz has reviewed the requirements of Local Rule 2016-2 and believes that this Application

complies with that Local Rule.

NOTICE

31. In accordance with the Compensation Procedures Order, this Application will be

served upon the Notice Parties as defined in Compensation Procedures Order, and all parties

receiving electronic notice via the Court’s electronic filing system.

NO PRIOR REQUEST

32. Kasowitz has not previously sought the relief requested herein from this or any

other court except to the extent contained in the Application.


12

Dated: August 21, 2020 New York, New York

/s/ Andrew K. Glenn Andrew K. Glenn (admitted pro hac vice) Matthew B. Stein (admitted pro hac vice) David J. Mark (admitted pro hac vice) KASOWITZ BENSON TORRES LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 Email: [email protected]

[email protected] [email protected]

COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION




CERTIFICATION REGARDING THE FIRST INTERIM APPLICATION OF KASOWITZ BENSON TORRES LLP AS RESTRUCTURING

COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD OF OCTOBER 22, 2019 THROUGH FEBRUARY 29, 2020

Andrew K. Glenn, pursuant to 28 U.S.C. § 1746, hereby certifies under penalty of perjury

as follows:

1. I am an attorney admitted to practice law in the State of New York and a partner at

the law firm Kasowitz Benson Torres LLP (“Kasowitz”), located at 1633 Broadway, New York, New

York 10019. I am familiar with the work performed on behalf of the Debtors by Kasowitz.

2. I have reviewed the First Interim Application of Kasowitz Benson Torres LLP as

Restructuring Counsel to the Debtors and Debtors in Possession for Allowance of Compensation and

Reimbursement of Expenses Incurred for the Period of October 22, 2019 through February 29, 2020

(the “Application”). To the best of my knowledge, information and belief, the statements contained

in the Application are true and correct.

3. To the best of my knowledge, information and belief, the Application complies in all

material respects with Local Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of

the United States Bankruptcy Court for the District of Delaware. In the event, and to the extent, the



2

Application does not comply in all respects with the requirements of Local Rule 2016-2, the

undersigned believes such deviations would be immaterial and requests that any such requirements be

waived.

Dated: August 21, 2020

/s/ Andrew K. Glenn Andrew K. Glenn




) ) )


NOTICE OF FIRST INTERIM APPLICATION OF KASOWITZ

BENSON TORRES LLP AS RESTRUCTURING COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR ALLOWANCE OF

COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD OF OCTOBER 22, 2019 TO FEBRUARY 29, 2020

PLEASE TAKE NOTICE that today, the debtors and debtors in possession in the

above-captioned cases filed the First Interim Application of Kasowitz Benson Torres LLP as Restructuring Counsel to the Debtors and Debtors in Possession for Allowance of Compensation and Reimbursement of Expenses Incurred for the Period from October 22, 2019 Through February 29, 2020 (the “Application”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application,

must: (a) be filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, by September 11, 2020, at 4:00 p.m. (Eastern Standard Time) (the “Objection Deadline”); and (b) be served so as to be received on or before the Objection Deadline by:

i. the Applicant: Kasowitz Benson Torres LLP, 1633 Broadway, New York, New York

10019;

ii. the Debtors: MTE Holdings, LLC, 280 East 96th Street, Suite 210, Indianapolis, Indiana 46240;

iii. counsel for the Debtors: Morris, Nichols, Arsht & Tunnell LLP, 1201 North Market Street, 16th Floor, P.O. Box 1347, Wilmington, Delaware 19899, Attn: Robert J. Dehney, [email protected]; Eric D. Schwartz, [email protected]; and Daniel B. Butz, [email protected];

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are: MTE Holdings LLC (7894); MTE Partners LLC (1158); Olam Energy Resources I LLC (0770); MDC Energy LLC (9140); MDC Texas Operator LLC (1087); Ward I, LLC (6817); and MDC Reeves Energy LLC (3644). The Debtors’ address is 280 East 96th Street, Suite 210, Indianapolis, Indiana 46240.

Case 19-12269-CSS Doc 1448-1 Filed 08/21/20 Page 1 of 3

2

iv. counsel for the Debtors: Kasowitz Benson Torres LLP, 1633 Broadway, New York, New York 10019, Attn: Andrew K. Glenn, [email protected]; Matthew B. Stein, [email protected]; and David J. Mark, [email protected];

v. counsel to Natixis, New York Branch: Bayard, P.A., 600 N. King Street, Suite 400, Wilmington, Delaware 19801, Attn: Erin R. Fay, [email protected] and Bracewell LLP, 711 Louisiana Street, Suite 2300, Houston, TX 77002, Attn: William A. (Trey) Wood III, [email protected];

vi. counsel to Riverstone Credit Management, LLC: Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: Edmon L. Morton, [email protected], Vinson & Elkins LLP, 666 Fifth Avenue, 26th Floor, New York, NY 10103, Attn: David S. Meyer, [email protected], and Bailey & Glasser LLP, 1055 Thomas Jefferson Street NW, Suite 540, Washington, DC 20007, Attn: Brian A. Glasser, [email protected];

vii. the United States Trustee for the District of Delaware appointed in the above-captioned chapter 11 cases: J. Caleb Boggs Federal Building, 844 N. King Street, Room 2207, Lockbox 35, Wilmington, DE 19801; and

viii. the Fee Examiner: Bielli & Klauder, LLC, 1204 N. King Street, Wilmington, DE 19801, Attn: David M. Klauder, Esq., [email protected].

PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON A DATE AND TIME TO BE DETERMINED BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM #6, WILMINGTON, DELAWARE 19801.

PLEASE TAKE FURTHER NOTICE THAT ONLY OBJECTIONS MADE IN WRITING AND TIMELY FILED AND RECEIVED, IN ACCORDANCE WITH THE PROCEDURES ABOVE, WILL BE CONSIDERED BY THE BANKRUPTCY COURT AT SUCH HEARING.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

[Remainder of Page Intentionally Left Blank]


3

Dated: August 21, 2020 Wilmington, Delaware

MORRIS, NICHOLS, ARSHT & TUNNELL LLP

/s/ Daniel B. Butz Robert J. Dehney (No. 3578) Eric D. Schwartz (No. 3134) Daniel B. Butz (No. 4227) Paige N. Topper (No. 6470) Brett S. Turlington (No. 6705) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Email: [email protected]

[email protected] [email protected] [email protected] [email protected]

- and - Andrew K. Glenn (admitted pro hac vice) Matthew B. Stein (admitted pro hac vice) David J. Mark (admitted pro hac vice) KASOWITZ BENSON TORRES LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 Email: [email protected]

[email protected] [email protected]

Counsel for Debtors and Debtors in Possession


for the district of delaware in re: ) chapter 11 mte

Documents