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Case 120-bk-12043 Doc 643-5 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc
<br />Exhibit E Page 1 of 4
<br />Case 1:20-bk-12043 Doc 643-5 Fled 03/03/21 Entered 03/03/21 18:42:10 Desc
<br />Exhibit E Page 2 of 4
<br />EXHIBIT E
<br />krstnsctz;
<br />Case 1:20-bk-12043 Doc 643-5 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc
<br />Exhibit E Page 3 of 4
<br />Add to add,ess book IV,. pnnfesv ( biog,aphy
<br />From: Martin, Samantha L. <smar<in@stroock.com>
<br />Sent: Tuesday, December 15, 20204.49 PM
<br />To: Amorini, Anthony ICHl-X66033)<Anlhonv.Amorini@hklaw.com>
<br />Cc: Merola, Frank A. <Lmerola@stroockcom>
<br />Subject: F W: In m Hopedale Mining LLC, et al., Case No. 20-12043 (GRH) (Bankr. S.D. Ohio): - Prepetition Agent Fees and
<br />Expenses
<br />[External email]
<br />Hi Tony,
<br />Please see the note from the Committee's counsel below. Would you have a couple of minutes today
<br />to discuss?
<br />Beart,
<br />Samantha
<br />sementlraro Martin
<br />special Counsel
<br />STROOCK
<br />180 Maiden lane, New York, NY 10038
<br />D: 212.808-6559
<br />smatin0stroock.com I vCard I www.stroodc.com
<br />from: GGoodman@foley.com <GGoodman@folev.com>
<br />Sent: Tuesday, December 15, 2020 2:22 PM
<br />To: Merola, Frank A. <finerola@stroock.com>; Martin, Samantha L <smartin@stroock.cortu
<br />Cc: Kent Barber (kbarber@barberlawkv.com) <kbarber@barberlawkv.com>; awebb@fbtlaw.com; Burgess, Patricia
<br /><pburgess@f itlaw.com>
<br />Subject: [EXTERNAL) FW: In re Hopedale Mining LLC, at al., Case No. 20-12043 (GRH) (Bankr. S.D. Ohio): -- Prepetition
<br />Agent Fees and Expenses
<br />Frank and Samantha —I hope all Is well. We understand that the full amount of the lenders' fees under the budgets have
<br />already been paid. Per our settlement, there would be nothing more payable to the agent. Can you please advise them
<br />as such and have this withdrawn? Nyou have any 4uestiom about the economics, please feel free to call AJ. Best.
<br />Geoff
<br />From: Philliu.Nelson@hklaw.com <Philllo.Nelson@hklaw.com>
<br />Sent: Monday, December 14, 20201AS PM
<br />To: Goodman, Geoff <GGoodman@folev.conu; Lee, Min <MDLee@folev.cono; kbarber@barbedawkv mm:
<br />DLutz@fbtlaw.com; AJ. Webb <Awebb@fbtlaw.wm>, Monica.Kindt@usdol.ROV
<br />Cc: fnshua.Soencer@hklaw.coM, Anthonv.Amorini@hklaw.com; Dandel.Svlvester@hklaw.com: smartin@stroock.com:
<br />acota@stroockcoom,,• justin.cohen@stroock.com: Rhlno.SSL@stroockwm
<br />Subject: In or Hopedale Mining LLC, et al., Case No. 20-12043 (GRH) (Barrio. S.D. Ohio): - Prepettion Agent Fees and
<br />Expenses
<br />Nelson, Phillip W (CHI - X66584)
<br />From:
<br />Nelson, Phillip W (CHI - X66584)
<br />Sent
<br />Thursday, December 17, 2020 1001 AM
<br />T.
<br />'DLun@fbtlaw.com';'AJ. Webb'
<br />Cc
<br />Spencer, Joshua M (CHI - X65709); Amodni, Anthony 1(CHI - X66033); 'Martin,
<br />Samantha L'; Marcia, Frank A
<br />Subject
<br />RE: In re Hopedale Mining LLC, at al., Case No. 20-12043 (GRH) Manion S.D. Ohio): --
<br />Prepetition Agent Fees and Expenses
<br />Attachmemc
<br />Rhino Energy Invoice.pdh Hopedale (238) Final DIP Order.pdf; Hopedale -- Sale
<br />Order.pdf
<br />Doug and A.J.,
<br />This email follows up on the vokxxrtaits 1 left for each of you at your office numbers this morning.
<br />On Monday, I sent you and the other Final DIP Order notice parties under Paragraph 25 of the Final DIP Order the email
<br />at the bottom of this chain with H&K's invoice for postpetition fees as counsel to Cortland/Aker Domus, which are the
<br />Prepetition Agent and the Prepetition Collateral Agent, as well as the DIP Administrative Agent and DIP Collateral Agent
<br />It appears counsel to the Credltore Committee responded with the note below to Stroock. We think that the Creditors'
<br />Committee Is mistaken in their understanding that the settlement with the lenders Includes the agents' fees. rd like to
<br />discuss this issue with you at your convenience.
<br />I have looked at the settlement with respect to the lenders' fees set forth In Paragraph 61.c the Sale Order (attached for
<br />reference). it provides that the 'Prepetition Lenders' and DIP Lenders' professionals' feet shall be pail by the Debtors
<br />only to the extent set forth in the Approved Cash Flow Forecast.- This provision does not Include the Prepetition Agent
<br />and DIP Agent - nor was Cortland or its counsel invoked in negotiating this settlement. Paragraph 63 of the Sale order
<br />further provides that-[elxcept w expressly pravided herein, all of the rights of the DIP Seared Parties and their
<br />assignees and designees under the DIP Facility and the Final DIP Order remain in full force and effect.'
<br />Accordingly, we think the Final DIP Order continues to control with respect to payment of the agents' fees. This invoices
<br />for approximately $24,001) represents H&K's postpetition fees as the agents' counsel from July 22, 2020 through
<br />December 14, 2020. We are sensitive to the fact that this use Is on a tight budget. 1 think the amount of the Invoke
<br />reflects that. But Cortland is entitled to Its fees and expenses under the Final DIP Order, and the Creditors' Committee's
<br />settlement with the lenders with respect to the lenders' professionals' fees does not change that.
<br />Assuming that the Debtors' agree with the above analysis, and with the end of the year approaching, we would like to
<br />be able to have this invoice pall before the close of the month.
<br />Please let me know if you disagree. I would be happy to get on a call and discuss.
<br />Best,
<br />Phil
<br />Phillip Nelson I HollandA Knight
<br />Senior Counsel
<br />Holland & Knight LLP
<br />150 N. Riverside Plaza, Suite 2700 1 Chicago, Illinois 60606
<br />Phone 312.578.6584 1 Fax 322.407.8424
<br />phillip.nelwn@hklaw.com I wwwAklaw.com
<br />Case 1:20-bk-12043 Doc 643-5 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc
<br />•• EXTERNAL EMAIL MESSAGE •• Exhibit E Page 4 of 4
<br />Hello Counsel,
<br />Pursuant to Paragraphs 18(d) and 25 of the final DIP financing order (Dkt. 2381 entered in the above -referenced case,
<br />please find attached the Invoice of Holland & Knight as counsel to Cortland Capital Market Services LLC, the Prepetition
<br />Agent and Prepetition Collateral Agent (as defined in that order).
<br />Best,
<br />Phil
<br />Phillip Nelson I Holland & K)fglLt
<br />Senior Counsel
<br />Holland & Knight LLP
<br />150 N. Riverside Plaza, Suite 2700 1 Chicago, Illinois 60606
<br />Phone 312.578.6584 I Fax 312.407.8424
<br />phOUpjwkon@hklaw.com I www.hklaw.com
<br />NOTE: This a -mall Is non, a law firm, Holland Is, Knight LLP (-H&K'), add is Intnwed solely for the use of the wdlvwual(s1 W rdwm It is
<br />addressed. If you believe rou received this a -mall In enor, please notify the sender Immeduseh, delete the a -mid, item your computer ant
<br />do not copy or disclose It to anyone else, If you are not an existing client of H&K, do not construe anything In this e-mail to make rou a plant
<br />unless It contains a specific statement to that effect and do not disclose anything W H&K In reply that you expect it W how In confidence. If
<br />you properly received this e-mall as a client, co -counsel or rat llned expert of h1kK, you should maintain Its contents In confidence In order W
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<br />you received the message in error, and (III) erase or destroy the message and any attachments or copies. Any disclosure,
<br />copying, distribution or reliance on the contents of this message or its attachments is strictly prohibited, and may be
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