scc Doc 235 Filed 07/10/17 Entered 07/10/17 11:29:29 Main Document Pg 1 of 30

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1 Pg 1 of 30 Drake D. Foster KURTZMAN CARSON CONSULTANTS, LLC 2335 Alaska Avenue El Segundo, California Telephone: (310) Facsimile: (310) Administrative Agent for the Debtors Hearing Date: August 3, 2017 at 10:00 a.m. (Eastern time) Objection Deadline: July 27, 2017 at 4:00 p.m. (Eastern time) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors. 1 : (Jointly Administered) : x SUMMARY SHEET FOR FIRST APPLICATION OF KURTZMAN CARSON CONSULTANTS LLC AS ADMINISTRATIVE AGENT FOR THE DEBTORS FOR INTERIM ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM JANUARY 29, 2017 THROUGH APRIL 30, 2017 Name of Applicant: Authorized to Perform Services to: Kurtzman Carson Consultants, LLC Debtors Date of Retention: March 20, 2017 Nunc Pro Tunc to January 29, 2017 Prior Applications: None Period for which compensation and reimbursement are sought: January 29, 2017 through April 30, The Debtors in these chapter 11 cases, are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.

2 Pg 2 of 30 First Interim Fees Requested: $27, Holdback (20%): $5, Total Fees for Interim Period (80%): $22, First Interim Expenses Requested: $0.00 Total Amount Requested (Fees & Expenses): Amount of Prior Holdback(s) Sought: $27, N/A This is an: Monthly _X_ Interim Final Application COMPENSATION BY MATTER FOR THE FEE PERIOD Service Category Hours Total Schedules and Statement Services 169 $27, BILLING SUMMARY FOR THE FEE PERIOD Name Initials Position Hours Rate Total Patrick Morrow PJM Senior Managing Consultant 92 $ $16, Ricardo Tejeda RTE Senior Consultant 37.9 $ $6, Alvaro Salas ASA Consultant 30.2 $ $4, Andrew Henchen AHN Consultant 7.9 $ $1,

3 Pg 3 of 30 Drake D. Foster KURTZMAN CARSON CONSULTANTS, LLC 2335 Alaska Avenue El Segundo, California Telephone: (310) Facsimile: (310) Administrative Agent for the Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors. 2 : (Jointly Administered) : x FIRST APPLICATION OF KURTZMAN CARSON CONSULTANTS LLC AS ADMINISTRATIVE AGENT FOR THE DEBTORS FOR INTERIM ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM JANUARY 29, 2017 THROUGH APRIL 30, 2017 TO THE HONORABLE JUDGE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE: Kurtzman Carson Consultants LLC ( KCC or Applicant ), hereby makes its first fee application (the Application ) for an award of interim compensation for professional services rendered, and reimbursement for actual and necessary 2 The Debtors in these chapter 11 cases, are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc. 3

4 Pg 4 of 30 expenses incurred in connection with such services, for the period January 29, 2017 through April 30, 2017 (the Fee Period ), and respectfully represents: I. JURISDICTION 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and Venue is proper in this district pursuant to 28 U.S.C and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2)(A) and (O). II. FEES AND EXPENSES FOR WHICH ALLOWANCE IS SOUGHT 3. This Application is made pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Rules ), Administrative Order M-447, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases (the Local Guidelines ), the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses (the UST Guidelines and, together with the Local Guidelines, the Guidelines ), the Order Granting Debtors Motion for Order Pursuant to Bankruptcy Code Sections 105(a) and 331, Bankruptcy Rule 2016, and Local Bankruptcy Rule Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated February 21, 2017 (the Interim Compensation Order ) [Docket No. 37], and the Order on Application of the Debtors Pursuant to 11 U.S.C. 327(a) and Fed. R. Bankr. P for Authorization to Employ and Retain Kurtzman Carson Consultants LLC as Administrative Agent Nunc Pro Tunc to the Petition Date (the Administrative Agent Order ) [Docket No. 84], for an interim award 4

5 Pg 5 of 30 of compensation for services rendered to the Debtors during the Fee Period in the amount of $27, and for reimbursement of expenses in the amount of $0.00 incurred in connection with the rendition of such services. 4. During the Fee Period, KCC s professionals expended a total of 168 hours for which compensation is requested. The blended hourly rate for the KCC during the Fee Period was $ A schedule setting forth the number of hours expended by the professionals of KCC, their respective hourly rates is attached hereto in Exhibit 1. A schedule specifying the type of expenses for which the KCC is seeking reimbursement and the total amount for each such category is also attached hereto in Exhibit KCC maintains computerized records of the daily time entries completed by all the KCC professionals. Preceding the time entries is a chart listing the names, billing rates, and time spent by each of the professionals rendering services on behalf of the Debtors. In support of the Application and consistent with the Interim Compensation Order, copies of these computerized records, together with a computer generated detailed itemization of the expenses incurred by the KCC for which reimbursement is sought, have been furnished to the Court and the United States Trustee and are included in the invoices attached hereto as Exhibit The fees sought by this Application do not include any fees and disbursements that may be payable by the Debtors for services provided by KCC under the Court s Order Authorizing and Approving the Retention of Kurtzman Carson Consultants LLC as Claims and Noticing Agent to the Debtors [Docket No. 16] (the Notice and Claims Agent Order ). Procedures for the payment of such fees and disbursements are separately addressed in the Notice and Claims Agent Order. 5

6 Pg 6 of 30 Additionally, no fees and disbursements for services provided to the Debtors under the Administrative Agent Order are or will be sought to be paid under the Notice and Claims Agent Order. 8. As set forth in the Certification of Drake D. Foster, General Counsel of KCC, attached hereto as Exhibit 3, all of the services for which interim compensation is sought herein were rendered for and on behalf of the Debtors in connection with these Chapter 11 Cases. III. BACKGROUND A. The Chapter 11 Cases 9. On January 29, 2017 (the Petition Date ), the Debtors each commenced a bankruptcy case by filing a petition for relief under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases ) in the United States Bankruptcy Court for the Southern District of New York (the Court ). The Debtors Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered. 10. On May 18, 2017, the United States Trustee for the Southern District of New York (the United States Trustee ) appointed an Official Committee of Unsecured Creditors (the Creditors Committee ). No trustee or examiner has been appointed in the Debtors chapter 11 cases 11. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to Bankruptcy Code sections 1107(a) and IV. SUMMARY OF ADMINISTRATIVE SERVICES RENDERED 12. The following is a summary description of the primary services rendered by the KCC during the Fee Period that highlights the benefits conferred upon 6

7 Pg 7 of 30 the Debtors and their respective estates and creditors. All of the professional services rendered by the KCC are set forth in the computerized time records maintained by KCC and in the invoices annexed hereto as Exhibit 2, and the Court is respectfully referred to those records for detail of all work performed by the Applicant. 13. KCC rendered extensive administrative services on behalf of the Debtors during the Fee Period in connection with assisting the Debtors and their professionals with the preparation and filing of their Schedules of Assets and Liabilities and Statements of Financial Affairs including by gathering data, organizing data, generating and preparing Schedules and Statements for filing with the Court, performing administrative functions and interfacing with representatives of the Debtors and their counsel. V. COMPENSATION REQUESTED 14. There are numerous factors to be considered by the Court in determining allowances of compensation. See, e.g., In re First Colonial Corp. of Am., 544 F.2d 1291 (5th Cir.), cert. denied, 431 U.S. 904 (1977); Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974); In re Drexel Burnham Lambert Grp., Inc., 133 B.R. 13 (Bankr. S.D.N.Y. 1991). See also In re Nine Assocs., Inc., 76 B.R. 943 (S.D.N.Y. 1987); In re Cuisine Magazine, Inc., 61 B.R. 210 (Bankr. S.D.N.Y. 1986). 15. The perspective from which an application for an allowance of compensation should be viewed in a bankruptcy case was aptly stated by Congressman Edwards on the floor of the House of Representatives on September 28, 1978, when he made the following statement in relation to section 330 of the Bankruptcy Code: [B]ankruptcy legal services are entitled to command the same competency of counsel as other cases. In that light, the policy of this section is to compensate attorneys and other professionals serving in a case under title 11 at the same rate as the attorney or other professional would be compensated 7

8 Pg 8 of 30 for performing comparable services other than in a case under title 11. Contrary language in the Senate report accompanying S.2266 is rejected, and Massachusetts Mutual Life Insurance Company v. Brock, 405 F.2d 429, 432 (5th Cir. 1968) is overruled. Notions of economy of the estate in fixing fees are outdated and have no place in a bankruptcy code. 124 CONG. REC. H11,092 (daily ed. Sept. 28, 1978) (emphasis added); see also In re McCombs, 751 F.2d 286 (8th Cir. 1984); In re Drexel Burnham Lambert Grp., Inc., 133 B.R. 13 (Bankr. S.D.N.Y. 1991) ( Drexel Burnham ); In re Carter, 101 B.R. 170 (Bankr. D.S.D. 1989); In re Pub. Serv. Co. of New Hampshire, 93 B.R. 823, 830 (Bankr. D.N.H. 1988); In re White Motor Credit Corp., 50 B.R. 885 (Bankr. N.D. Ohio 1985). 16. In awarding compensation pursuant to section 330 of the Bankruptcy Code to professional persons employed under section 327 of the Bankruptcy Code, the Court must take into account, among other factors, the cost of comparable non-bankruptcy services. Section 330 of the Bankruptcy Code provides, in pertinent part, for payment of: (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, professional person, or attorney and by any paraprofessional persons employed by such person; and (B) reimbursement for actual, necessary expenses. 11 U.S.C. 330(a)(1). 17. As the court in Drexel Burnham stated: With due recognition of the historical position of Bankruptcy Courts in compensation matters, we recognize that creditors have agreed to pay rates for retained counsel of their choice because of the needs of the particular case. One could posit other situations or cases where a presumption of prior informed judgment might not be as strong. Here, however, we have a multi-debtor, multi-committee case involving sophisticated creditors who have determined that the rates charged and tasks undertaken by attorneys are appropriate. We should not, and will not, second guess the determination 8

9 Pg 9 of 30 Drexel Burnham, 133 B.R. at of those parties, who are directed by Congress, under the Bankruptcy Code, to shape and resolve the case, and who are in fact bearing the cost. To do so, of course, would be to continue what Congress specifically intended to stop in 1978: Courts, instead of markets, setting rates, with the inevitable consequence that all the legal specialists required by the debtor or official committees would demur to participate. 18. The professional services rendered by KCC have required substantial time and effort. During the Fee Period, KCC s professionals recorded 168 hours providing the required professional services. KCC will continue to perform those services necessary to represent the Debtors. 19. Time and labor devoted is only one of the many factors to be considered in awarding compensation. The number of hours expended must be considered in light of (i) the amount of work involved and the results achieved to date; (ii) the novelty and difficulty of the questions presented; (iii) the skill requisite to properly perform the legal services; (iv) the preclusion of other employment on behalf of other clients; (v) the customary fee charged to a private client for the services rendered; (vi) awards in similar cases; (vii) time constraints required by the exigencies of the case, including the frequency and amount of time required to be devoted other than during regular business hours; (viii) the experience, reputation, and ability of the attorneys rendering services; and (ix) the nature and length of the professional relationship with the client (the Johnson Factors ). See Johnson v. Georgia Highway Express, 488 F.2d at (enumerating factors to be considered in awarding attorneys fees in equal employment opportunities cases under Title VII); In re First Colonial Corp. of Am., 544 F.2d at 1294 (applying the Johnson Factors in bankruptcy cases). 9

10 Pg 10 of The majority of the Johnson Factors are codified in section 330(a) of the Bankruptcy Code, and have been applied by various courts in making determinations that requested fees constitute reasonable compensation. It is well settled that the lodestar method, as opposed to an application solely of the Johnson 3 Factors, is the best means of determining fees in bankruptcy cases. 4 The Supreme Court, however, has clearly articulated that the lodestar method is presumed to subsume the Johnson Factors, as does section 330(a) of the Bankruptcy Code. Delaware Valley I, 478 U.S. at 563; Cena s Fine Furniture, 109 B.R. at In the instant case, KCC respectfully submits that the services for which it seeks compensation in this Application were necessary for and beneficial to the Debtors and were rendered in order to protect and preserve the value of the Debtors estates during the pendency of these Chapter 11 Cases. KCC respectfully submits that the services rendered to the Debtors were performed economically, effectively and efficiently and the results obtained have benefited not only the Debtors, but also creditors and parties in interest as a whole. KCC further submits that the compensation requested herein is reasonable in light of the nature, extent and value of such services to the Debtors and all parties in interest. 3 Application of the lodestar method involves multiplying the number of hours reasonably expended on the case by the reasonable hourly rate of compensation for each attorney. Shaw v. Travelers Indem. Co. (In re Grant Assocs.), 154 B.R. 836, 843 (S.D.N.Y. 1993). This method of calculating attorney fees is appropriate in light of section 330(a) of the Bankruptcy Code, which serves as a starting point, permitting bankruptcy courts, in their own discretion, to consider other factors, such as the novelty and difficulty of the issues, the special skills of counsel, and their results obtained. In re Copeland, 154 B.R. 693, 698 (Bankr. W.D. Mich. 1993). 4 See e.g., Pennsylvania v. Del. Valley Citizens Counsel for Clean Air, 483 U.S. 711 ( Delaware Valley II ), on remand, 826 F.2d 238 (3d Cir. 1987); Pennsylvania v. Del. Valley Citizens Council for Clean Air, 478 U.S. 546 (1986) ( Delaware Valley I ); United States Football League v. Nat l Football League, 887 F.2d 408, 413 (2d Cir. 1989), cert. denied, 493 U.S (1990); Lindy Bros. Builders, Inc. of Phila. v. Am. Radiator & Standard Sanitary Corp., 487 F.2d 161 (3d Cir. 1973), vacated on other grounds, 540 F.2d 102 (3d Cir. 1976); In re Cena s Fine Furniture, Inc., 109 B.R. 575 (E.D.N.Y. 1990); In re Drexel Burnham Lambert Grp., Inc., 133 B.R. 13, 21 (Bankr. S.D.N.Y. 1991). 10

11 Pg 11 of In sum, the services rendered by KCC were necessary and beneficial to the Debtors and were consistently performed in a timely manner commensurate with the complexity, importance, novelty and nature of the issues involved. Accordingly, approval of the compensation sought herein is warranted. 23. In view of the foregoing, KCC respectfully requests that it be allowed interim compensation in the amount of $27, for services rendered during the Fee Period. VI. DISBURSEMENTS 24. KCC is not seeking reimbursement of any expenses incurred in providing professional services during the Fee Period. VIII. CONCLUSION 25. The administrative services summarized by this Application and rendered by KCC to the Debtors during the Fee Period were substantial, professional, and beneficial to the Debtors estates and creditors. They were reasonable and necessary to the preservation and maximization of the Debtors estates. 26. As demonstrated throughout this Application, the other factors typically considered in determining compensation -- including complexity, results achieved, special expertise, magnitude of the matter, and professional standing -- all militate toward the conclusion that the amount of compensation requested by KCC is necessary, fair, and reasonable. 27. In light of: (a) the complexity and exigencies of these Chapter 11 cases; (b) the results achieved to date; (c) the significant contributions made and time devoted, often under severe time constraints and to the preclusion of other matters; (d) awards of compensation in similar cases; and (e) other factors pertinent to the allowance of compensation, KCC believes that the compensation sought herein is fair 11

12 Pg 12 of 30 and reasonable and is authorized under the relevant provisions of the Bankruptcy Code. 28. All services for which compensation is sought were performed for and on behalf of the Debtors and their estates, and not on behalf of any other creditor or party in interest. KCC is charging its standard hourly rate for professionals performing services. KCC has not entered into any agreement, express or implied, with any other party in interest for the purpose of fixing or sharing fees or other compensation to be paid for professional services rendered in these Chapter 11 Cases. WHEREFORE, KCC respectfully requests that this Court enter an order: (a) awarding KCC interim compensation and reimbursement of expenses for the Fee Period in the amounts of $27, and $0.00, respectively; and (b) granting such other and further relief as this Court deems just and proper. [SIGNATURE PAGE FOLLOWS] 12

13 Pg 13 of 30 DATED: El Segundo, California July 7, 2017 KURTZMAN CARSON CONSULTANTS, LLC, By: /s/ Drake D. Foster Drake D. Foster 2335 Alaska Avenue El Segundo, California (310) Administrative Agent for the Debtors 13

14 Pg 14 of 30 EXHIBIT 1 Compensation By Matter for the Fee Period Service Category Hours Total Schedules and Statement Services 169 $27, Billing Summary for the Fee Period Name Initials Position Hours Rate Total Patrick Morrow PJM Senior Managing Consultant 92 $ $16, Ricardo Tejeda RTE Senior Consultant 37.9 $ $6, Alvaro Salas ASA Consultant 30.2 $ $4, Andrew Henchen AHN Consultant 7.9 $ $1,

15 Pg 15 of 30 EXHIBIT 2 16

16 Pg 16 of 30 Kurtzman Carson Consultants LLC Account Number 70687KCC Invoice Date March 27, 2017 Invoice Number US_KCC Due Date Due upon receipt Toisa Limited Summary Description Amount Hourly Fees Hourly Fees Charged $2, Total of Hourly Fees $2, Expenses Expenses $0.00 Total Expenses $0.00 Invoice Subtotal Sales and Use Tax $2, Total Invoice $2, Please detach and return this portion of the statement with your check to KCC. Please reference your Account Number and Invoice Number on your Remittance. Account Number 70687KCC Check Payments to: Wire Payments to: Invoice Number Total Amount Due Amount Paid $ US_KCC Toisa Limited US_KCC $2, Kurtzman Carson Consultants LLC Dept CH Palatine, IL Kurtzman Carson Consultants LLC HSBC Bank, NA 452 Fifth Avenue, New York, NY Account # FED ABA # ACH Routing # Page 2 of 5

17 Pg 17 of 30 Kurtzman Carson Consultants LLC 02/01/ /28/2017 Total Hourly Fees by Employee Initial Employee Name Position Type Hours Rate Total PJM Patrick Morrow SMC 8.00 $ $1, RTE Ricardo Tejeda SC 4.90 $ $ Total $2, US_KCC Toisa Limited Page 3 of 5

18 Pg 18 of 30 Kurtzman Carson Consultants LLC 02/01/ /28/2017 Time Detail Date Employee Description Position Type Category Hours 2/7/2017 PJM Prepare sample Schedules data and templates for client use; follow-up re SMC Schedules & SOFA 0.80 same Total for 2/7/ /10/2017 PJM Prepare for and attend conference call re Schedules & SOFA; prepare SMC Schedules & SOFA 2.60 tracking sheet and review sample materials; prepare sample set of data for all SOAL & SOFA questions; follow-up re same Total for 2/10/ /21/2017 RTE Review correspondence from K Ortiz of Togut re Schedules & SOFA SC Schedules & SOFA 0.30 Total for 2/21/ /22/2017 RTE Prepare SOAL and SOFA Coversheets for all debtors SC Schedules & SOFA 0.60 Total for 2/22/ /23/2017 RTE Prepare SOAL and SOFA Coversheets for all debtors SC Schedules & SOFA /23/2017 RTE Attach SOAL and SOFA cover pages in KCC CaseView SC Schedules & SOFA /23/2017 RTE Prepare SOAL and SOFA tracking sheets SC Schedules & SOFA 0.90 Total for 2/23/ /24/2017 PJM Prepare for and attend conference call re Schedules & SOFA; prepare SMC Schedules & SOFA 0.80 tracking sheet and review sample materials; follow-up re same 2/24/2017 PJM Review draft Schedule D & H data; prepare comments for Scheduled D; SMC Schedules & SOFA 2.40 review and prepare updates to Schedule H; prepare correspondence with counsel and company re same 2/24/2017 RTE Prepare for and participate in conference call with debtor's counsel re SC Schedules & SOFA 0.60 Schedules & SOFA status Total for 2/24/ /27/2017 RTE Review correspondence from KCC team re SOAL D and H comments SC Schedules & SOFA 0.30 Total for 2/27/ /28/2017 PJM Correspondence with Togut and Scura re Schedules data received to date SMC Schedules & SOFA 1.40 and procedures for future data; review comments to Schedule D & H and prepare updates re same Total for 2/28/ Total Hours US_KCC Toisa Limited Page 4 of 5

19 Pg 19 of 30 Kurtzman Carson Consultants LLC Account Number 70687KCC Invoice Date April 24, 2017 Invoice Number US_KCC Due Date Due upon receipt Toisa Limited Summary Description Amount Hourly Fees Hourly Fees Charged $25, Total of Hourly Fees $25, Expenses Expenses $0.00 Total Expenses $0.00 Invoice Subtotal Sales and Use Tax $25, Total Invoice $25, Please detach and return this portion of the statement with your check to KCC. Please reference your Account Number and Invoice Number on your Remittance. Account Number 70687KCC Check Payments to: Wire Payments to: Invoice Number Total Amount Due Amount Paid $ US_KCC Toisa Limited US_KCC $25, Kurtzman Carson Consultants LLC Dept CH Palatine, IL Kurtzman Carson Consultants LLC HSBC Bank, NA 452 Fifth Avenue, New York, NY Account # FED ABA # ACH Routing # Page 2 of 10

20 Pg 20 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Total Hourly Fees by Employee Initial Employee Name Position Type Hours Rate Total AHN Andrew Henchen CON 7.90 $ $1, ASA Alvaro Salas CON $ $4, PJM Patrick Morrow SMC $ $14, RTE Ricardo Tejeda SC $ $5, Total $25, US_KCC Toisa Limited Page 3 of 10

21 Pg 21 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Time Detail Date Employee Description Position Type Category Hours 3/1/2017 PJM Conference call with company re SOAL D and H data; review information SMC Schedules & SOFA 2.40 and prepare master SOAL D and SOAL H; follow-up re same Total for 3/1/ /2/2017 PJM Conference call with company re Schedules and SOFA data and open SMC Schedules & SOFA 0.80 items; review information and follow-up re same 3/2/2017 PJM Review draft data for Schedules AB, D, G; prepare comments re open SMC Schedules & SOFA 0.70 items; updated tracking sheet and master files re same 3/2/2017 RTE Review correspondence from K Ortiz of Togut re SOAL status SC Schedules & SOFA /2/2017 RTE Review correspondence from S Ratner of Togut re SOAL data SC Schedules & SOFA /2/2017 RTE Review correspondence from KCC team re Schedules D and H SC Schedules & SOFA 0.20 Total for 3/2/ /3/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 2.40 Schedules & SOFA status, open items and timing for data; review materials and prepare updates to tracking sheet and follow-up re same 3/3/2017 RTE Prepare for and participate in conference call with debtor's counsel re SC Schedules & SOFA 1.20 Schedules & SOFA status 3/3/2017 RTE Review correspondence from debtor's counsel re weekly call and SOAL SC Schedules & SOFA 0.30 status 3/3/2017 RTE Review correspondence from KCC team re Schedules and SOFAs SC Schedules & SOFA 0.20 tracking sheets Total for 3/3/ /7/2017 PJM Correspondence with counsel and company re open litigation for SOFA 7 SMC Schedules & SOFA 0.60 and counterclaims or causes of action in SOAL AB74/75; review precedent and follow-up re same 3/7/2017 PJM Review draft SOFA and SOAL templates for Edgewater case; prepare SMC Schedules & SOFA 1.20 updates to master tracking sheet; prepare comments re open items 3/7/2017 PJM Review draft SOAL templates for Greece entities; prepare updates to SMC Schedules & SOFA 1.40 master tracking sheet; prepare comments re open items; prepare updates to SOAL E/F; review precedent re same 3/7/2017 RTE Review correspondence from S Ratner of Togut re SOAL Data SC Schedules & SOFA /7/2017 RTE Review correspondence from K Thomas of Toisa re SOAL & SOFA data SC Schedules & SOFA 0.30 Total for 3/7/ /8/2017 PJM Review master Schedule D & H file; prepare updates per correspondence SMC Schedules & SOFA 1.80 with company; quality control review of address data; prepare updates to master files re same Total for 3/8/ /10/2017 PJM Review updated draft Schedules and SOFA data for all Greece entities; SMC Schedules & SOFA 1.20 prepare updates to master tracking sheet; prepare master excel data file for all data to date; follow-up re same 3/10/2017 PJM Prepare all data received to date in printable format for counsel review; SMC Schedules & SOFA 1.40 prepare list of items to discuss on next conference call; follow-up re same 3/10/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 2.80 Schedules & SOFA status, open items and timing for data; review materials and prepare updates to tracking sheet and follow-up re same US_KCC Toisa Limited Page 4 of 10

22 Pg 22 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Time Detail Date Employee Description Position Type Category Hours 3/10/2017 RTE Prepare for and participate in conference call with debtor's counsel re SC Schedules & SOFA 1.00 Schedules & SOFA status 3/10/2017 RTE Review correspondence from S Ratner re SOAL & SOFA status SC Schedules & SOFA /10/2017 RTE Review correspondence from A Varvaros re draft SOAL & SOFA data SC Schedules & SOFA /10/2017 AHN Update SOAL with information for Edgewater CON Schedules & SOFA /10/2017 ASA Format SOAL and SOFA files for Counsel and Debtors to review CON Schedules & SOFA 2.20 Total for 3/10/ /13/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 1.60 Schedules & SOFA status, open items and timing for data; review materials and prepare updates to master files and follow-up re same 3/13/2017 RTE Prepare for and participate in conference call with debtor's counsel re SC Schedules & SOFA 1.10 Schedules & SOFA status Total for 3/13/ /14/2017 PJM Review master Schedules and SOFA data for Sealion entities; prepare SMC Schedules & SOFA 1.40 comments re data to date; prepare updates to tracking sheet 3/14/2017 PJM Review master Schedules and SOFA data for Greece entities; prepare SMC Schedules & SOFA 1.60 comments re data to date; prepare updates to tracking sheet 3/14/2017 RTE Review correspondence from K Thomas of Toisa re SOAL & SOFA data SC Schedules & SOFA 0.40 Total for 3/14/ /15/2017 PJM Review master SOFA data for Greece entities; prepare comments re SOA SMC Schedules & SOFA and SOFA 25 data; format data for input into KCC CaseView; prepare master files re same 3/15/2017 PJM Prepare master files of all Schedules and SOFA updated data to print for SMC Schedules & SOFA 0.80 counsel review; prepare updates to master tracking sheet; prepare comments for upcoming conference; follow-up re same 3/15/2017 AHN Review SOFA and SOAL data for Edgewater and format files CON Schedules & SOFA /15/2017 AHN Review SOFA and SOAL data for Toisa Horizon and format files CON Schedules & SOFA /15/2017 AHN Review SOFA and SOAL data for Toisa and format files CON Schedules & SOFA 1.20 Total for 3/15/ /16/2017 PJM Review and format Schedule E/F Data; research missing city, state or zip SMC Schedules & SOFA 1.20 codes; update master files re same 3/16/2017 PJM Review master SOFA data files; quality control review against SMC Schedules & SOFA 2.40 correspondence and precedent; prepare tracking sheet for input into court forms; follow-up re same 3/16/2017 AHN Review SOAL F1 data, format files, and import data into KCC CaseView CON Schedules & SOFA /16/2017 ASA Format Schedule E F Part 2 for import into KCC CaseView CON Schedules & SOFA /16/2017 ASA Review SOAL and SOFA files received from client CON Schedules & SOFA /16/2017 ASA Prepare updates to SOFA tracking sheet; review data from client re sam CON Schedules & SOFA 0.60 Total for 3/16/ /17/2017 PJM Input SOFA data for Greece entities; review SOFA items with no data and SMC Schedules & SOFA 1.60 mark accordingly; prepare master tracking sheet re same US_KCC Toisa Limited Page 5 of 10

23 Pg 23 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Time Detail Date Employee Description Position Type Category Hours 3/17/2017 PJM Input SOFA data for Sealion entities; review SOFA items with no data and SMC Schedules & SOFA 1.20 mark accordingly; prepare master tracking sheet re same 3/17/2017 PJM Add US Attorney and IRS to Schedule EF for all debtors; prepare updates SMC Schedules & SOFA 0.60 to master files re same 3/17/2017 AHN Review SOFA 11 data, format files, and import data into KCC CaseView CON Schedules & SOFA /17/2017 ASA Review SOFA files received from client and update tracking sheet re same CON Schedules & SOFA /17/2017 ASA Prepare data files for SOFA 5, 8, 9, 12-17, 19-24, 27, CON Schedules & SOFA 1.30 Total for 3/17/ /19/2017 PJM Review data input into court forms to date; prepare updates to master SMC Schedules & SOFA 1.20 tracking sheet; prepare final attachments for input into forms; generate sample draft SOFA; follow-up re same 3/19/2017 PJM Review master SOAL data and recent correspondence from company and counsel; prepare updates to master tracking sheet; prepare final attachments for input into forms; prepare list of questions with no data for updates to court forms SMC Schedules & SOFA 2.40 Total for 3/19/ /20/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 2.20 Schedules & SOFA status, open items and updated data; review materials and prepare updates to master files and follow-up re same 3/20/2017 PJM Prepare correspondence to company and counsel re open questions SMC Schedules & SOFA 1.60 and confirmation of data received to date; prepare master tracking sheets and master case files; follow-up re same 3/20/2017 RTE Review SOFA 28 data, format files, and import data into KCC CaseView SC Schedules & SOFA /20/2017 RTE Review SOFA attachments uploaded into KCC CaseView SC Schedules & SOFA /20/2017 RTE Review SOFA 26a data, format files, and import data into KCC CaseView SC Schedules & SOFA /20/2017 RTE Review SOFA 26b data, format files, and import data into KCC CaseView SC Schedules & SOFA /20/2017 RTE Review SOFA 26c data, format files, and import data into KCC CaseView SC Schedules & SOFA /20/2017 RTE Review SOFA 26d data, format files, and import data into KCC CaseView SC Schedules & SOFA /20/2017 ASA Prepare and format data files re SOFAs 1, 3 & 4 CON Schedules & SOFA 1.60 Total for 3/20/ /21/2017 PJM Review feedback from client re open questions and confirmation of data SMC Schedules & SOFA 1.20 received to date; prepare master tracking sheets and master case files; follow-up re same 3/21/2017 RTE Review SOAL AB Part 5 data, format files, and import data into KCC SC Schedules & SOFA 1.20 CaseView 3/21/2017 RTE Review SOAL SOFA 26d data, format files, and import data into KCC SC Schedules & SOFA 1.00 CaseView 3/21/2017 RTE Review SOAL A/B Part 1 data, format files, and import data into KCC SC Schedules & SOFA 2.60 CaseView 3/21/2017 RTE Review SOAL A/B Part 6 data, format files, and import data into KCC SC Schedules & SOFA 0.50 CaseView 3/21/2017 AHN Prepare and input SOAL AB Part 7 into KCC CaseView CON Schedules & SOFA /21/2017 ASA Coordinate and Input SOAL A/B Part 2, 3 & 4 into KCC CaseView CON Schedules & SOFA 2.70 Total for 3/21/ US_KCC Toisa Limited Page 6 of 10

24 Pg 24 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Time Detail Date Employee Description Position Type Category Hours 3/22/2017 PJM Review SOFA 4 and 25 data format for inclusion in court forms; prepare SMC Schedules & SOFA 0.60 updates per client correspondence 3/22/2017 PJM Prepare updated SOFA master files for all debtors; prepare comments re SMC Schedules & SOFA 1.40 recent changes and open items for SOFA 4, SOFA 7, SOFA 25 3/22/2017 PJM Prepare updated SOAL master files for all debtors; prepare comments re SMC Schedules & SOFA 1.20 recent changes and open items for AB 11, 74, 22 and SOAL G & H 3/22/2017 PJM Generate SOFA drafts for all debtors on court forms; review draft forms for SMC Schedules & SOFA 1.80 consistency; prepare comments for possible updates 3/22/2017 RTE Review SOAL AB Part 5 data imported into KCC CaseView for accuracy SC Schedules & SOFA /22/2017 RTE Review SOAL AB 71, 72, & 75 data, format files, and import data into KCC SC Schedules & SOFA 2.00 CaseView 3/22/2017 RTE Review SOAL AB 76 & 77 data, format files, and import data into KCC SC Schedules & SOFA 0.80 CaseView 3/22/2017 RTE Review SOAL AB 74 data, format files, and import data into KCC SC Schedules & SOFA 1.10 CaseView 3/22/2017 RTE Review SOAL AB 73 data, format files, and import data into KCC SC Schedules & SOFA 1.30 CaseView 3/22/2017 RTE Review SOAL A/B Part 3 updates, format files, and import data into KCC SC Schedules & SOFA 0.40 CaseView 3/22/2017 RTE Review AB Part 10 data imported into KCC CaseView for accuracy SC Schedules & SOFA /22/2017 RTE Review SOFA 25 data, format files, and import data into KCC CaseView SC Schedules & SOFA /22/2017 RTE Review SOAL D data imported into KCC CaseView for accuracy and SC Schedules & SOFA 0.40 correspondence with KCC team re same 3/22/2017 RTE Review SOAL E/F Part 2 data, format files, and import data into KCC SC Schedules & SOFA 1.40 CaseView 3/22/2017 AHN Review SOAL AB Pt 7 data, format files, and import data into KCC CON Schedules & SOFA 0.20 CaseView 3/22/2017 AHN Review SOFA 10 data, format files, and import data into KCC CaseView CON Schedules & SOFA /22/2017 ASA Prepare data files for SOAL A/B Part 8 CON Schedules & SOFA /22/2017 ASA Prepare data files for SOAL D Part 1 CON Schedules & SOFA /22/2017 ASA Coordinate and Input SOAL G into KCC CaseView CON Schedules & SOFA 0.50 Total for 3/22/ /23/2017 PJM Correspondence from company and counsel re updates to SOFA and SMC Schedules & SOFA 1.30 SOAL data; review SOFA 4, SOFA 7 and AB 74; comments and updates to tracking sheet re same 3/23/2017 PJM Review updated data re sealion entities; prepare updates to master files SMC Schedules & SOFA 0.80 and E/F, G and H data in KCC CaseView; follow-up re same 3/23/2017 PJM Review comments and questions from Scura; review recent s from SMC Schedules & SOFA 1.60 company and prepare updated comments; prepare updates to tracking sheet and identify open items 3/23/2017 RTE Review SOAL E/F Part 2 data, format files, and import data into KCC SC Schedules & SOFA 1.30 CaseView 3/23/2017 RTE Review SOFA 25 data, format files, and import data into KCC CaseView SC Schedules & SOFA /23/2017 ASA Coordinate and Input SOAL G into KCC CaseView CON Schedules & SOFA 1.20 Total for 3/23/ /24/2017 PJM Generate draft SOAL and SOFA for all debtors; administrative review of SMC Schedules & SOFA 3.20 drafts and prepare updates re same US_KCC Toisa Limited Page 7 of 10

25 Pg 25 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Time Detail Date Employee Description Position Type Category Hours 3/24/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 1.60 Schedules & SOFA status, open items and updated data; review materials and prepare updates to master files and follow-up re same 3/24/2017 PJM Prepare updates to SOFA 4, 26, 28; review SOFA data to capture all SMC Schedules & SOFA 1.80 questions with no data; review drafts forms and update master tracking sheet and master data files re same 3/24/2017 PJM Remove data for SOAL AB73 for all debtors; update AB22, AB Part 1 per SMC Schedules & SOFA 1.20 client correspondence 3/24/2017 RTE Review SOFA data imported into KCC CaseView for accuracy and update SC Schedules & SOFA 1.60 SOFA items accordingly 3/24/2017 RTE Review SOFA data imported into KCC CaseView for accuracy and update SC Schedules & SOFA 0.40 SOFA items accordingly 3/24/2017 RTE Review SOAL A/B 73 data, format files, and import data into KCC SC Schedules & SOFA 0.80 CaseView 3/24/2017 RTE Review SOFA 28 data, format files, and import data into KCC CaseView SC Schedules & SOFA /24/2017 RTE Review SOFA 7 data, format files, and import data into KCC CaseView SC Schedules & SOFA /24/2017 AHN Review SOFA 26a data, format files, and import data into KCC CaseView CON Schedules & SOFA /24/2017 AHN Review SOFA 26b data, format files, and import data into KCC CaseView CON Schedules & SOFA /24/2017 AHN Review 26c data, format files, and import data into KCC CaseView CON Schedules & SOFA /24/2017 ASA Input SOFA 4 into KCC CaseView; administrative review of data re same CON Schedules & SOFA 0.70 Total for 3/24/ /27/2017 PJM Correspondence with company and counsel re updates to drafts and data SMC Schedules & SOFA 3.20 received to date; prepare updates to master files and tracking sheet; generate new drafts and follow-up re same 3/27/2017 PJM Prepare coverpages, signatory, and other court form filing information in SMC Schedules & SOFA 1.00 preparation for the 3/31 filing 3/27/2017 PJM Review and format Schedule E/F Data; research missing city, state or zip SMC Schedules & SOFA 1.20 codes; update master files re same Total for 3/27/ /28/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 2.80 Schedules & SOFA status, open items and global notes; review materials and prepare updates to master files and follow-up re same 3/28/2017 PJM Input SOAL H data into court forms for all 24 debtors; prepare updates to SMC Schedules & SOFA 0.80 data per correspondence with counsel 3/28/2017 PJM Prepare updates to SOAL D per correspondence with company; review SMC Schedules & SOFA 1.30 revisions and prepare master data files for all debtors; follow-up re same 3/28/2017 RTE Review SOAL H data and correspondence with KCC team re same SC Schedules & SOFA /28/2017 ASA Input SOAL H into KCC CaseView; administrative review of data re same CON Schedules & SOFA 1.80 Total for 3/28/ /29/2017 PJM Prepare for and attend conference call with counsel and company re SMC Schedules & SOFA 1.60 Schedules & SOFA status, open items and updated data; review materials and prepare updates to master files and follow-up re same 3/29/2017 PJM Prepare updates to SOFA 4 and SOFA 30 per correspondence from SMC Schedules & SOFA 0.70 counsel and client 3/29/2017 PJM Prepare updates to SOAL AB and SOAL D per recent call; prepare SMC Schedules & SOFA 1.00 updates to court form data in KCC CaseView re same US_KCC Toisa Limited Page 8 of 10

26 Pg 26 of 30 Kurtzman Carson Consultants LLC 03/01/ /31/2017 Time Detail Date Employee Description Position Type Category Hours 3/29/2017 PJM Review and finalize Schedule E/F and G Data per recent updates; prepare SMC Schedules & SOFA 1.30 updates to master files re same 3/29/2017 PJM Quality control review of all attachments to court forms and all drafts SMC Schedules & SOFA 2.40 compiled to date; prepare notes re open items and correspondence with company and counsel re same 3/29/2017 ASA Prepare drafts of Schedules and SOFA; page turn data for accuracy CON Schedules & SOFA /29/2017 ASA Review Draft Schedules and SOFA; prepare comments re same CON Schedules & SOFA 2.50 Total for 3/29/ /30/2017 PJM Prepare updates to SOAL 8, 50, 74, and EF for Sealion and Greece SMC Schedules & SOFA 1.20 entities; prepare updates to master excel files and court forms; follow-up re same 3/30/2017 PJM Prepare updates to SOAL AB per recent changes to data; confirm court SMC Schedules & SOFA 1.30 form values match master files and items with no data are marked accordingly 3/30/2017 PJM Prepare for and attend conference call with Scura, counsel and company SMC Schedules & SOFA 2.40 re Schedule AB and D open items and updates; review materials and prepare updates to master files and follow-up re same 3/30/2017 ASA Draft Schedules and SOFA signature pages only CON Schedules & SOFA /30/2017 ASA Input Schedules A/B 8, 50 & 74, D & E/F Part 2 & 3 into KCC CaseView CON Schedules & SOFA /30/2017 ASA Review Schedules A/B 8 & 50and input into KCC CaseView CON Schedules & SOFA /30/2017 ASA Input Schedules E/F Part 1 into KCC CaseView CON Schedules & SOFA 0.80 Total for 3/30/ /31/2017 PJM Prepare for and attend conference call with Scura, counsel and company SMC Schedules & SOFA 1.80 re Schedule AB and D open items and updates; review materials and prepare updates to master files and follow-up re same 3/31/2017 PJM Generate and review final drafts of Schedules & SOFA; prepare updates SMC Schedules & SOFA 3.20 to data per correspondence with company and counsel; prepare updates to AB 50 and SOAL D per valuation updates 3/31/2017 PJM Review final global notes and insert into final drafts; follow-up with KCC SMC Schedules & SOFA 0.80 Team and counsel re same 3/31/2017 ASA Insert global notes for Schedules and SOFA CON Schedules & SOFA /31/2017 ASA Input Schedule A/B 50 into KCC CaseView CON Schedules & SOFA /31/2017 ASA Prepare drafts of Schedules and SOFA; page turn data for accuracy CON Schedules & SOFA 0.90 Total for 3/31/ Total Hours US_KCC Toisa Limited Page 9 of 10

27 Pg 27 of 30 EXHIBIT 3 17

28 Pg 28 of 30 EXHIBIT 3 16

29 Pg 29 of 30 Drake D. Foster KURTZMAN CARSON CONSULTANTS, LLC 2335 Alaska Avenue El Segundo, California Telephone: (310) Facsimile: (310) Administrative Agent for the Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors. 5 : (Jointly Administered) : x CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF FIRST AND FINAL FEE APPLICATION OF KURTZMAN CARSON CONSULTANTS LLP FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES I, Drake D. Foster, hereby certify that: I am General Counsel of Kurtzman Carson Consultants LLC ( KCC or the Firm ), administrative agent for TOISA Limited, et al. (the Debtors ). This certification is made in respect of the Firm s compliance with General Order M- 447, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, effective as of January 29, 2013 (the Local Guidelines ) and the U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of 5 The Debtors in these chapter 11 cases, are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc. 17

30 Pg 30 of 30 Expenses Filed Under 11 U.S.C. 330 effective January 30, 1996 (the UST Guidelines and, together with the Amended Local Guidelines, the Guidelines ). 1. Pursuant to paragraph B.1 of the Local Guidelines, I certify that: 2. I have read the First Application; 3. to the best of my knowledge, information, and belief formed after reasonable inquiry, the fees and expenses sought fall within the Guidelines; 4. the fees and disbursements sought are billed at rates and in accordance with practices customarily employed by the Firm and generally accepted by the Firm s clients; and 5. although Firm is not seeking reimbursement of expenses, if any reimbursable services were to be reflected in the First Application, the Firm did not make a profit on those services, whether performed by the Firm in-house or through a third party. 6. Pursuant to paragraph B.3 of the Local Guidelines, I certify that the Debtors, their attorneys, and the U.S. Trustee are each being provided with a copy of the Application. Dated: El Segundo, California July 7, 2017 KURTZMAN CARSON CONSULTANTS LLC By: /s/ Drake D. Foster Drake D. Foster 2335 Alaska Avenue El Segundo, California (310) Administrative Agent for the Debtors 18