Case KJC Doc 329 Filed 08/25/17 Page 1 of 18

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1 Case KJC Doc 329 Filed 08/25/17 Page 1 of 18 1N THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC.,1 Chapter 11 Case No (KJC) Debtor. Objection Deadline: September 15, 2017 at 4:00 p.m. Hearing Date: Scheduled only if Necessary THIRD MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL FOR THE DEBTOR AND DEBTOR IN POSSESSION, FOR THE PERIOD FROM MAY 1, 2017 THROUGH MAY 31, 2017 Name of Applicant: Authorized to Provide Professional Services to: Debtor and Debtor in Possession Date of Retention: Nunc PNo Tunc to March 8, 2017 by order signed April 10, 2017 Period for which Compensation and Reimbursement is Sought: May 1, 2017 through 2 Amount of Compensation Sought as Actual, Reasonable and Necessary: $264, Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: ~ 12, This is a: x monthly interim final application. The total time expended for fee application preparation is approximately 3.0 hours and the corresponding compensation requested is approximately $1, The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Susan Roski, 1051 East Cary Street, Suite 602, Richmond, VA z The applicant reserves the right to include any time expended in the time period indicated above in future applications) if it is not included herein. DOGS DE: /001

2 Case KJC Doc 329 Filed 08/25/17 Page 2 of 18 ~y _y _... ~ _ PRIOR APPLICATIONS FILED ~}' ~_~ _..... _m~ Fl~cl ~~c;s ~~ uses Fees Fa~~~~ases 08/07/17 03/08/17 03/31/17 $231, $9, Pending ~ Pending 08/10/17 04/01/17 04/30/17 $253, $4, Pending Pending i _.. ~r~~~~ie of T'r of~ssion~~l PSZ&J PROFESSIONALS.... Po~itic~~~ ~t t~~e ~~~3lican~, ~.,,, ~_3~ I-Tc~i~~ I r '~'at~~l -_ - _-- - Tot~~l ~IiC~lYIt~E12i~ I~tIIT1~3EI' f~~~3tt ~T'~i III ~~1~~ ~3'I~~tfl~ ~~~i32's ~OI12~)~I2S43f10I1 ~~431$1{lil~ ~~2'fQI ~~@~~'4'r3~1~ ~i'~i~c ~I~~e{~ ~~1~3t;~`IL'I7CC? ~~~2~t' fib ~~J~~ili11i3~; ~.~IC#'II~'f4' ~f) ~;I"i3C~1Cf'.~ f~t~~'f~ (}~ ~IIIC~IIC~It1~; ~~I`aITiME'S~ ~'~;.j3e'i'~isc Laura Davis Jones Partner 2000; Joined Firm 2000; $1, $68, Member of DE Bar since 1986 Richard J. Gruber Partner 1995; Member of CA Bar $ $46, since 1982 David M. Bertenthal Partner 1999; Member of CA Bar $ $51, since 1993 David J. Barton Partner 2000; Member of CA Bar $ $ 4, since 1981 Maxim B. Litvak Partner 2004; Member of TX Bar $ $ 6, since 1997; Member of CA Bar since 2001 James E. O'Neill Partner 2005; Member of DE Bar $ $ 5, since 2001; Member of PA Bar since 1985 Joshua M. Fried Partner 2006; Member of CA Bar $ $27, since 1995; Member of NY Bar since 1999 Colin R. Robinson Of Counse12013; Member of NJ $ $ and PA Bars since 2001; Member of DE Bar since 2010 Joseph M. Mulvihill Associate 2015; Member of DE $ $27, Bar since 2014; Member of PA Bar since 2015 Timothy P. Cairns Law Clerk 2016 $ $12, Karina K. Yee Paralega12000 $ $10, Charles J. Bouzoukis Case Management Assistant 2001 $ $ 1, DOGS DE /001

3 Case KJC Doc 329 Filed 08/25/17 Page 3 of 18 ~erxt~~e of I'~ c~fe~s t~n~i P~sitiU~ ref' the!~~~31ic~n~, ~Io~~~ i~ Total `I'otai I~it~i~~iti~t~l i'~rz~ty~bet of'~'eg~t~s i~~ t~~~~t ~3illi~~g Ilou~ ~ Cat~l~3en~atian ~'a~itian,p~ ia~- P~e~esr~~Yt P+~~te Bill~c~ ~~~3eri~~~ce, I'e~~r cif ~btaix~i~~~; (ii~cli3c~iz1~; ~,iee~~s~ tc~ P~~~tic~,!~r~a of C~at~~;es) i E~ aer#ise i Andrea R. Paul Case Management Assistant 2001 $ $ Karen S. Neil Case Management Assistant 2003 $ $ 1, Beatrice M. Koveleski Case Management Assistant 2009 $ $ Grand Total: $26~,712.Q0 Total Hours: Blended Rate: $ DOGS DE /001

4 Case KJC Doc 329 Filed 08/25/17 Page 4 of 18 COMPENSATION BY CATEGORY ~'~~ajec~t C'at~gori+~s 'I'c~~al H ~urs 'I'o~al h~,~s Asset Disposition $170, Bankruptcy Litigation $ 32, Case Administration $ 5, Claims Admin/Objections $ 5, Compensation of Frof/Others 2.10 $ 1, Executory Contracts $ 5, Financial Filings 6.40 $ 3, Financing $ 10, Meeting of Creditors 4.90 $ 5, Operations 2.60 ~ 1,1X0.00 Plan &Disclosure Statement 1.30 $ 1, Retention of Prof./Others $ 7, Stay Litigation $ 14, EXPENSE SUMMARY ~{?~~)~dis@ ~`~~~~;0~'~' SL'3'~'11E, PF't~'4~It~ 't' if a ~Iic~~ale TUt~I ~:~ ~ei~ses Auto Travel Expense DND Transportation $ Delivery/Courier Service Advita $ Express Mail Federal Express $3, Filing Fee USBC $ Fax Transmittal Outgoing only $ Legal Research LexislNexis $ Court Research Pacer $ Postage US Mail $1, Reproduction Expense $5, Reproduction/ Scan Copy $ Overtime H. Phan $ '' PSZ&J may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described. DOCS DE /001

5 Case KJC Doc 329 Filed 08/25/17 Page 5 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ~ Chapter 11 AEI WINDDOWN, INC.,i Case No (KJC) Debtor. Objection Deadline: September 15, at 4:00 p.m. Hearing Date: Scheduled only if Necessary THI~2D MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL FOR THE DEBTOR AND DEBTOR IN POSSESSION, FOR THE PERIOD FROM MAY 1, 2017 THROUGH MAY 31, 2017 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Court's "Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals," signed on or about April Z5, 2017 (the "Administrative Order"), ("PSZ&J" or the "Firm"), counsel for the debtor and debtor in possession ("Debtor"), hereby submits its Third Monthly Application for Compensation and for Reimbursement of Expenses for the Period from May 1, 2017 through (the "Application"). By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $264, and actual and necessary expenses in the amount of $12, for ' The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S, tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/lda Aquion Energy, Inc.) c/o Susan Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DE: /001

6 Case KJC Doc 329 Filed 08/25/17 Page 6 of 18 a total allowance of $277, and payment of $211, (80% of the allowed fees) and reimbursement of $12, (100% of the allowed expenses) for a total payment of $224, for the period May 1, 2017 through (the "Interim Period"). In support of this Application, PSZ&J respectfully represents as follows: Back~z ound 1. On March 8, 2017, the Debtor commenced its case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor continues in possession of its property and continues to operate and manage its business as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed. in the Debtor's chapter 11 case. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about Apri125, 2017, the Court signed the Administrative Order, authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty-one (21) days after service of the monthly fee application the Debtor is authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending on, and at three-month intervals or such other intervals convenient to the Court, each of the Professionals may file and serve an interim fee application DOCS DL: /00]. 2

7 Case KJC Doc 329 Filed 08/25/17 Page 7 of 18 for compensation and reimbursement of expenses sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of PSZ&J, as counsel for the Debtor, was approved effective as of March 8, 2017 by this Court's "Order Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule Authorizing the Employment and Retention of as Counsel for the Debtor and Debtor in Possession Nunc Pro Tunc to the Petition Date," signed on or about April 10, 2017 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. or on behalf of the Debtor. PSZ&J's APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which PSZ&J requests compensation were performed for 6. PSZ&J has received no payment and no promises for payment from any source other than from the Debtor for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between PSZ&J and any other person other than the partners of PSZ&J for the sharing of compensation to be received for services rendered in this case. PSZ&J has received payments from the Debtor during the year prior to the Petition Date in the amount of $265,000.00, including the Debtor's filing fees for this case, in connection with the preparation of initial documents and its prepetition representation of the Debtor. DOGS DE: /001 3

8 Case KJC Doc 329 Filed 08/25/17 Page 8 of 18 Fee Statements 7. The fee statements for the Interim Period are attached hereto as Exhibit A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of PSZ&J's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. PSZ&J's time reports are initially handwritten by the attorney or paralegal performing the described services. The time reports are organized on a daily basis, PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. PSZ&J's charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. PSZ&J has reduced its charges related to any non-working "travel time" to fifty percent (50%) of PSZ&J's standard hourly rate. To the extent it is feasible, PSZ&J professionals attempt to work during travel. Actual and Necessary E~:penses 8. A summary of actual and necessary expenses incurred by PSZ&J for the Interim Period is attached hereto as part of Exhibit A. PSZ&J customarily charges $0.10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. PSZ&J's photocopying machines automatically record the number of copies made when the person that is doing the copying enters the client's account number into a device attached to the photocopier. PSZ&J summarizes each client's photocopying charges on a daily basis. DOGS DE: /001 4

9 Case KJC Doc 329 Filed 08/25/17 Page 9 of PSZ&J charges $0.25 per page for out-going facsimile transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects PSZ&J's calculation of the actual costs incurred by PSZ&J for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. PSZ&J does not charge the Debtor for the receipt of faxes in this case. 10. With respect to providers of on-line legal research services (e.g., LEXIS and WESTLAW), PSZ&J charges the standard usage rates these providers charge for computerized legal research. PSZ&J bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by PSZ&J is passed on to the client. 11. PSZ&J believes the foregoing rates are the market rates that the majority of law firms charge clients for such services. In addition, PSZ&J believes that such charges are in accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 12. The names of the partners and associates of PSZ&J who have rendered professional services in this case during the Interim Period, and the paralegals and case management assistants of PSZ&J who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. DOGS DE: /001

10 Case KJC Doc 329 Filed 08/25/17 Page 10 of PSZ&J, by and through such persons, has prepared and assisted in the preparation of various motions and orders submitted to the Court for consideration, advised the Debtor on a regular basis with respect to various matters in connection with the Debtor's bankruptcy case, and performed all necessary professional services which are described and narrated in detail below. PSZ&J's efforts have been extensive due to the size and complexity of the Debtor's bankruptcy case. Summary of Services b}~ Pro.iect 14. The services rendered by PSZ&J during the Interim Period can be grouped into the categories set forth below. PSZ&J attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. Asset Disposition 15. This category relates to work regarding the sale or other disposition of assets. During the Interim Period, the Firm, among other things: (1) reviewed and analyzed sale-related documents; (2) attended to surplus assets sale issues; (3) responded to sale inquiries; (4) attended to issues regarding de nzinifnis asset sale issues; (5) reviewed and analyzed sale DOGS DE: /00]. 6

11 Case KJC Doc 329 Filed 08/25/17 Page 11 of 18 process issues; (6) attended to timing issues; (7) performed work regarding disclosure issues related to Shell; (8) performed work regarding bid procedures and sale motions; (9) reviewed and analyzed auction issues; (10) performed work regarding a motion for private sale to Reich Brothers; (11) reviewed and analyzed bids; (12) performed work regarding negotiations; (13) performed work regarding an Asset Purchase Agreement; (14) performed work regarding a non-disclosure agreement related to Shell; (15) performed work regarding a de minifnis assets sale order; (16) attended to issues regarding BlueSky; (17) performed work regarding a bill of sale; (18) reviewed and analyzed sale-related financing issues; (19) attended to sale closing issues; (20) performed work regarding a private sale motion related to Federal; (21) performed research; (22) performed work regarding sale notice issues; (23) performed work regarding Asset Purchase Agreement schedules; (24) reviewed and analyzed the Nektar proposal; (25) performed work regarding bidder qualification issues; (26) performed work regarding inventory issues; (27) performed work regarding a stalking horse agreement; (28) reviewed and responded to comments to the United States Trustee regarding sale and bid procedures orders; (29) performed work regarding an affidavit in support of sale; (30) performed work regarding a notice of abandonment; and (31) corresponded and conferred regarding sale issues. Fees: $170,389.00; Hours: B. Bankruptcy Litigation 16. This category relates to work regarding motions or adversary proceedings in the Bankruptcy Court. During the Interim Period, the Firm, among other things: (1) performed work regarding the Fluid Energy settlement; (2) performed work regarding orders; ROCS DE /001 7

12 Case KJC Doc 329 Filed 08/25/17 Page 12 of 18 (3) performed work regarding Agenda Notices and Hearing Binders; (4) reviewed and analyzed WARN Act issues; (5) attended to scheduling issues; (6) maintained awork-in-progress memorandum; (7) performed work regarding a stipulation to extend the time to answer complaint in the Dilascio matter; (8) performed work regarding a motion to extend the removal deadline; and (9) corresponded and conferred regarding bankruptcy litigation issues. Fees: $32,972.00; Hours: C. Case Administration 17. This category relates to work regarding administration of this case. During the Interim Period, the Firm, among other things: (1) maintained a memorandum of critical dates; (2) maintained document control; (3) corresponded regarding case administration issues; and (4) prepared and distributed a daily memo narrative. Fees: $5,613.00; Hours: D. Claims Administration and Objections 18. This category relates to work regarding claims administration and claims objections. During the Interim Period, the Firm, among other things: (1) responded to creditor inquiries; (2) performed work regarding the McMaster administrative claim; (3) performed work regarding orders; (4) performed work regarding a stipulation and order resolving Expeditors' lien claim; and (5) conferred and corresponded regarding claim issues. Fees: $5,768.50; Hours: E. Compensation of Professionals--Others 19. This category relates to issues regarding compensation of professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work ROCS DE /001 g

13 Case KJC Doc 329 Filed 08/25/17 Page 13 of 18 regarding Ordinary Course Professionals issues, and performed work regarding Morgan Lewis fee applications. Fees: $1,247.50; Hours: 2.10 F. Executory Contracts 20. This category relates to issues regarding executory contracts and unexpired leases of real property. During the Interim Period, the Firm, among other things: (1) performed work regarding the Wyssmont matter; (2) performed work regarding Toyota lease issues; (3) performed work regarding a motion pursuant to Section 365(d)(4) to extend the time to assume or reject leases of real property; (4) performed research; (5) attended to cure issues; and (6) corresponded and conferred regarding executory contract issues. Fees: $5,330.50; Hours: G. Financial Filings 21. This category relates to issues regarding compliance with reporting requirements. During the Interim Period, the Firm, among other things: (1) performed work regarding Monthly Operating Reports; (2) performed work regarding Schedules and Statements; (3) attended to issues regarding United States Trustee fees; and (4) corresponded and conferred regarding financial filings issues. Fees: $3,139.50; Hours: 6.40 H. Financing 22. This category relates to issues regarding Debtor in Possession financing and use of cash collateral. During the Interim Period, the Firm, among other things: (1) reviewed and analyzed cash collateral issues; (2) reviewed and analyzed variance issues; DOGS D~; /001 9

14 Case KJC Doc 329 Filed 08/25/17 Page 14 of 18 (3) performed work regarding negotiations; (4) attended to budget issues; (5) attended to scheduling issues; (6) performed work regarding a final cash collateral order; and (7) conferred and corresponded regarding financing issues. Fees: $10,629.00; Hours: I. Meeting of Ca~editors 23. This category relates to meeting of creditors issues. During the Interim Period, the Firm, among other things, performed work regarding a Section 341 meeting of creditors, prepared for and attended the Section 341 meeting of creditors, and corresponded regarding meeting of creditors issues. Fees: $5,236.50; Hours: 4.90 J. Operations 24. This category relates to issues regarding operations. During the Interim Period, the Firm, among other things: (1) performed work regarding utility deposit issues; (2) reviewed and analyzed adequate assurance request issues; and (3) corresponded regarding operations issues. Fees: $1,170.00; Hours: 2.60 K. Plan and Disclosure Statement 25. This category relates to issues regarding a Plan of Reorganization and Disclosure Statement. During the Interim Period, the Firm, among other things, performed work regarding a motion to extend the exclusivity periods, and conferred regarding Plan issues. Fees: $1,147.50; Hours: 1.30 DOCS DE: /001

15 Case KJC Doc 329 Filed 08/25/17 Page 15 of 18 L. Retention of Professionals--Others 26. This category relates to issues regarding the retention of professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work regarding the Protiviti, Ernst &Young, and Morgan Lewis retention matters, and regarding Ordinary Course Professionals issues. Fees: $7,224.00; Hours: M. Stay Litigation 27. This category relates to work regarding the automatic stay and relief from stay motions. During the Interim Period, the Firm, among other things: (1) performed work regarding a response to the Expeditors motion for relief from stay; (2) performed work regarding a stipulation in the Expeditors matter; and (3) corresponded and conferred regarding stay litigation issues. Fees: $14,845.00; Hours: Valuation of Services 28. Attorneys and paraprofessionals of PSZ&J expended a tota hours in connection with their representation of the Debtor during the Interim Period, as follows: 1~r~r~~e af~~~~fesszc~r~~i I'c~5ition ~~the ~P~1ic~~nf, i~~url~~ '~`f~i~l "I'ot~l ~Il(~I~'ICiIIA~ 1~lLIIIII)C~' O~ 2~Ct~~~S DTI ~ilii~ 1~I~IIIIz~, HCJLItS ~OITi~4vIl'~NLIC?II ~f3.~il~if3ily ~~`I`lOI' ~~~'~~S'~ll~ ~~~~ ~~i1~~cc~ t 1'~.~~)~'~lE'r~~E. ~'~ ~~'4~~~ ~~.~~i~~~~l~~~ ~~~~'d~ff }j~m k ~:.icet~~e tc~ I'~'~~tiee, A~'ea Of ' Cllata~;es} E ~.~:~~c~~tis~ Laura Davis Jones Partner 2000; Joined Firm 2000; $1, $68, Member of DE Bar since 1986 Richard J. Gruber Partner 1995; Member of CA Bar $ $46, since 1982 DOCS DE /

16 Case KJC Doc 329 Filed 08/25/17 Page 16 of 18 ~~rt~c~ of ~faf~~si~~~al P~zsi~ion o~ tie ~1~pplz~a~~t, ~o~ar~~~ ~'of~l 'To~a~ I~di~~icli~~~ i'~t~t~~~~~z~ o~ Years iz~ tii~~ I3iIlir~g I~~ttr.~ ~ air~~e~~s~~~ian' I'ositioz~, ~'~ ior ~telek~at~t ~2~~te I3illec~ 1 ~.~~3Li'IIIIC@s ~r'lg~i~ O~ LJI~~CIILII~1~ ~.IGeI13C ~0 ~I"~3C~1L~; f~~'~~ O~ ~lil~~lic~iil~, ~~3~it1~,C5~ ~'.~ CI'~IS~ David M. Bertenthal Partner 1999; Member of CA Bar $ $51, since 1993 David J. Barton Partner 2000; Member of CA Bar $ $ 4, since 1981 Maxim B. Litvak Partner 2004; Member of TX Bar $ $ 6, since 1997; Member of CA Bar since 2001 James E. O'Neill Part~~er 200~;10~1~~n1~er of ICE far $ SC $ 5,3b2.~0 since 2001; Member of PA Bar since 1985 Joshua M. Fried Partner 2006; Member of CA Bar $ $27, since 1995; Member of NY Bar since 1999 Colin R. Robinson Of Counse12013; Member of NJ $ $ and PA Bars since 2001; Member of DE Bar since 2010 Joseph M. Mulvihill Associate 2015; Member of DE $ $27, Bar since 2014; Member of PA Bar since 2015 Timothy P. Cairns Law Clerk 2016 $ $12, Karina K. Yee Paralegal 2000 $ $10, Charles J. Bouzoukis Case Management Assistant 2001 $ $ 1, Andrea R. Paul Case Management Assistant 2001 $ $ Karen S. Neil Case Management Assistant 2003 $ $ 1, Beatrice M. Kaveleski Case Management Assistant 2009 $ $ Grand Total: $264, Total Hours: Blended Rate: $ The nature of work performed by these persons is fully set forth in Exhibit A attached hereto. These are PSZ&J's normal hourly rates for work of this character. The reasonable value of the services rendered by PSZ&J for the Debtor during the Interim Period is $264, DOCS DE: /001 12

17 Case KJC Doc 329 Filed 08/25/17 Page 17 of In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and reasonable given (a) the complexity of the case, (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 the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del. Bankr. LR and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that, for the period May 1, 2017 through, an interim allowance be made to PSZ&J for compensation in the amount of $264, and actual and necessary expenses in the amount of $12, for a total allowance of $277, and payment of $211, (80% of the allowed fees) and reimbursement of $12, (100% of the allowed expenses) be authorized for a total payment of $224,232.07, and for such other and further relief as this Court may deem just and proper. Dated: August ~, 2017 PACHULSKI STANG ZIEHL &JONES LLP 0 aura Da~xs~ Jories (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) hones ~szjlaw.com dbertenthalna.bszilaw. com,j mulvihill(a~szj law. com Counsel to the Debtor and Debtor in Possession DOCS DE /001 13

18 Case KJC Doc 329 Filed 08/25/17 Page 18 of 18 STATE OF DELAWARE COUNTY OF NEW CASTLE VERIFICATION Laura Davis Jones, after being duly sworn according to law, deposes and says: a) I am a partner with the applicant law firm Pachulski Stang Ziehl &Jones LLP, and have been admitted to appear before this Court. b) I am familiar with the work performed on behalf of the Debtor by the lawyers and paraprofessionals of PSZ&J. c) I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Banlcr. LR and the Administrative Order signed on or about Apri125, 2017, and submit that the Application substantially complies with such Rule and Order. SWORN AND SUBSCRIB D before me this day of, ~T Jones T c Lary ~~~ icy ~J. ' I~iv' om~~i,,5~t~n Expires: ~~l~~~`l A. KNOTTS NC~~`~1RY PU~L(C ~7A7"E QF ae~.aware My Commissian Expires May 5, 201$ DOCS D~ /001

19 Case KJC Doc Filed 08/25/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC., Case No (KJC) Debtor. Objection Deadline: September 15, 2017 at 4:00 p.m. (ET) Hearing Date: Only if necessary NOTICE OF FILING OF FEE APPLICATION PLEASE TAKE NOTICE that on the date hereof, Pachulski Stang Ziehl & Jones LLP ("PSZ&J"), as counsel to the above-captioned debtor and debtor in possession (the "Debtor"), filed the ThiNd Monthly Application for Compensation and Reimbursement of Expenses of Pachulskz Stang Ziehl &,Tones LLP, as Counsel fog the Debtor and Debtor in Possession, for the Period from May 1, 2017 through (the "Application"), seeking fees in the amount of $264, and reimbursement of actual and necessary expenses in the amount of $12, for the period from May 1, 2017 through. PLEASE, TAKE FURTHER NOTICE that any objection or response to the Application must be made in writing, and be filed with the United States Bankruptcy Court for the District of Delaware (the `Bankruptcy"), 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before September 15, 2017 at 4:00 p.m. pre~~ailing Eastern time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) counsel for the Debtor: Pachulski Stang Ziehl ' The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k1a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, 1nc.) c/o Susan. Rosl<i, 1051 East Cary Street, Suite 602, Richmond, VA ROCS DE: /001

20 Case KJC Doc Filed 08/25/17 Page 2 of 3 & Janes LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19801, (Attn: Laura Davis Jones, Esq. (ljones@pszjlaw.com));(ii) counsel to the Official Committee of Unsecured Creditors: (a) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attn: Jeffrey Cohen, Esq. and Barry Z. Bazian, Esq.; (b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068, Attn: Andrew David Behimann, Esq.; and (c) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M. Beck, Esq. and Sally E. Veghte, Esq.; and (iii) the Office of the United States Trustee for the District of Delaware: United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware 19801, (Fax: ) (Attn: Hannah Mufson McCollum, Esq. (hannah.mccollum@usdoj.gov)). PLEASE TAKE FURTHER NOTICE that on Apri125, 2017, the Bankruptcy Court entered the OrdeN Establishing Procedures fon Interim Compensation and Reimbursement of Expenses of PNofessionals (the"order")[docket No. 120]. Pursuant to the Order, in the absence of timely filed objections or responses, and upon the filing with the Bankruptcy Court of a certification of no objection, the Debtor is authorized to pay the professionals eighty percent (80%) of the fees, and one hundred percent (100%) of expenses without further notice or hearing. All fees and expenses paid to the professionals are subject to final approval by the Court. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND 1N ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED 1N THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. DOGS Dr /001 2

21 Case KJC Doc Filed 08/25/17 Page 3 of 3 Dated: August 25, 2017 PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M.. Mulvzhill Laura Davis Jones (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law.com ~bertentral cjpszjla~~.~om j mulvihill@pszj law. com Counsel to the Debtor and Debtor in Possession DOGS DB /001

22 Case KJC Doc Filed 08/25/17 Page 1 of 67 EXHIBIT A

23 Case KJC Doc Filed 08/25/17 Page 2 of 67 Pachulski Stang Zielil &Jones LLP 919 North Market Street 17th Floor Wilmington, DE Suzanne Roski, Chief Restructuring Officer. Client th Street Pittsburgh, PA Matter LDJ RE: Debtor Representation STATEMENT OF PROFESSIONAL SERVICES RENDERED THROUGH 05/31/2017 FEES $264, EXPENSES $12, TOTAL CURRANT CHARGES $277, BALANCE FORWARD TOTAL BALANCE DUE $498, $775,370.90

24 Case KJC Doc Filed 08/25/17 Page 3 of 67 Page: 2 Summary of Services bj~ Task Code Task Code Description Hours Amount AD Asset Disposition [B130] $170, BL Bankruptcy Litigation [L430] $32, CA Case Administration [B 110] ~ 7.20 $5, CO Claims Admin/Objections[B310] $5, CPO Comp, of Prof./Others 2.1 ~ $1, EC Executory Contracts [B 185] $5, FF Financial. Filings [B110] 6.40 $3, FN Financing [8230] $10, MC Meeting of Creditors [B 150] 4.90 $5, OP Operations [8210] 2.60 $1, PD Plan &Disclosure Stmt. [B320] 1.30 $1, RPO Ret. of Pro /Other $7, SL Stay Litigation [B140] $14, $264, Summar~~ of Services by Professiona ID Name Title Rate Hours Amount ARP Paul, Andrea R. Case Man.. Asst $ BMK Koveleski, Beatrice M. Case Man. Asst ~~~ $ CJB Bouzoukis, Charles J. Case Man. Asst $1,045,00 CRR Robinson, Colin R. Counsel ~ g~ $ DJB Barton, David J. Partner $4, DMB Bertenthal, David M. Partner $51, JEO O'Neill, James E. Partner $5, JMF Fried, Joshua M. Partner $27, JMM Mulvihill, Joseph M. Associate $27, KICY Yee, Karina K. Paralegal $10, KSN Neil, Karen S. Case Man. Asst $1, LDJ Jones, Laura Davis Partner X2.60 $68, MBL Litvak, Maxim B. Partner $6, RJG Gruber, Richard J. Counsel $46, TPC Cairns, Timothy P. Partner $12,530.00

25 Case KJC Doc Filed 08/25/17 Page 4 of 67 Pachulski Stang Ziehl & Jones LLP Page: $264, Sumrnar~~ of Expenses Descri tp ion Amount Auto Travel Expense [E109] $95.25 Delivery/Couj ier Service $ Federal Express [E108] $3, Filing Fee [E112] $ Fax Transmittal [E104] $12.00 Lexis/Nexis- Legal Research [E $ Pacer -Court Research $ Postage [E108] $1, Reproduction Expense [E101] $5, Reproduction/ Scan Copy $ Overtime $114.24

26 Case KJC Doc Filed 08/25/17 Page 5 of 67 Page: 4 SUiiliilc`l~'j~ of Expenses Description Amount $12,462.47

27 Case KJC Doc Filed 08/25/17 Page 6 of 67 Page: 5 Asset Disposition [B130] Hours Rate Amount 05/01/2017 DNIB AD Call with S. Koski re sale process (.4); calls with L Jones (2x) re same (.4); review lease documents re $1, same (.5). 05/01/2017 DMB AD Correspondence from / to S. Koski re surplus assets $ sale. 05/01/2017 LDJ AD Correspondence with Suzanne Koski regarding $ miscellaneous sale inquiry QS/O1/2Q17 LDJ AIa Telephone conference with Tyler Nurnberg Q95.QQ $32&.SQ regarding sale issues 05/01/2017 RJG AD Coordinate with S Roslci re de minimus sales $ /01/2017 MBL AD Confer with D. Bertenthal re sale status $ /02/2017 DMB AD Prep for (.3) and attend (.4) call with potential buyer $ /02/2017 DMB AD Call with S. Koski re buyer call $ /02/2017 DMB AD Review sale motion revisions $ /02/2017 LDJ AD Telephone conference with Julia Frost-Davies $ regarding case status, sale process 05/02/2017 RJG AD Prepare for and participate in call with Blue Sky $ team re status, timing, etc. 05/02/2017 RJG AD Worlc with S Koski regarding Shell information $ disclosure issues. 05/02/2017 JMF AD Review Protiviti comments to sale /bid procedures $ motion. 05/03/2017 LDJ AD Sale teleconferences, strategy $1, /03/2017 DMB AD Review materials from S. Koski re inventory sale $ /03/2017 JMM AD s with DB re: de minimis sales $ /04/2017 DMB AD Call with S. Koski re sale process issues (.7); $ follow-up call with L. Jones re same (.3). 05/04/2017 DMB AD Call. with UCC counsel re sale process $ /04/2017 DMB AD Calls with L. Jones and S, Koski re surplus assets $ sale papers (.4); correspondence to T. Cairns. 05/04/2017 LDJ AD Correspondence with Suzanne Rosl<i regarding sale $ process 05/04/2017 LDJ AD Telephone conference with Jeff Cohen, David M Bertenthal regarding sale process, miscellaneous $ asset sale 05/04/2017 LDJ AD Telephone conference with Timothy P. Cairns $ regarding MVC asset sale 05/04/2017 RJG AD Work with S Koski and B1ueSky and Reich $ documents.

28 Case KJC Doc Filed 08/25/17 Page 7 of 67 Page: 6 Hours Rate Amount 05/04/2017 JMF AD Review bid procedures &sale motion re auction $ issues. 05/04/2017 TPC AD Draft motion for private sale to Reich Bros $1, /04/2017 TPC AD Correspond with team re: private sale to Reich Bros $ /04/2017 MBL AD s with Trinity counsel and client re sale status $ /05/2017 DMB AD Call with Eisenbach re sale status (.3); call with $ client re same (.2). 05/05/2017 DMB AD Initial review re asset bid $ /05/2017 DMB bd Review initial catr~rnents ~ e P,P/~ negotiations gyp,pp $~~p,pp 05/05/2017 LDJ AD Work on sale process-inquiries, bid issues $1, /05/2017 RJG AD Review B1ueSky markup and prepare and circulate $2, responsive draft. 05/05/2017 RJG AD Conference with Ryan Ivlanns and followup with $ team re Shell NDA and timing. 05/05/2017 JMF AD Review /analyze APA by bidder &comments re $ same. 05/05/2017 TPC AD Review de minimis sale order re: respond to D $ Bertenthal inquiry 05/06/2017 DMB AD Review /comment re revised APA (.5); call with R $1, Grubber re same (.2); call with S. Roski re same (.7). 05/06/2017 LDJ AD Attention to revised Asset Purchase Agreement, sale $1, issues 05/06/2017 LDJ AD Correspondence with Suzanne Roski regarding sale $ process 05/06/2017 LDJ AD Telephone conference with Suzanne Roski regarding $ sale process 05/06/2017 RJG AD Participate in team call re status of Sale Process and $ B1ueSky bid. 05/06/2017 RJG AD Conference with D Bertenthal re B1ueSky issue $ /06/2017 RJG AD Conference with S Roski re B1ueSky APA $ /06/2017 RJG AD Prepare several versions of response to B1ueSky $1, APA. 05/06/2017 MBL AD Review draft APA and propose insert re segregated $ account for fees. 05/06/2017 MBL AD Review s with client and team re APA issues $ /06/2017 JMI' AD Review APA &changes to same $ /06/2017 JMF AD Telephone call with re S. Roski, D. Bertenthal, L $ Jones, R. Gruber re sale issues. 05/07/2017 DMB AD Correspondence to /from T. Cairns re surplus assets $ motion (.2); correspondence to Roski re same (.1);

29 Case KJC Doc Filed 08/25/17 Page 8 of 67 Page: 7 work on motion (.3), Hours Rate Amount 05/07/2017 LDJ AD Correspondence with Tyler Nurnberg regarding sale $ process, bid status 05/07/2017 MBL AD Follow various s with Trinity counsel re sale ,00 $ status. 05/07/2017 TPC AD Several items of correspondence with D. Bertenthal $ re: private sale of assets 05/08/2017 DMB AD Call with Roski and Richard Gruber re sale process $475,00 issues. 05/08/2017 DPvIB a~ Correspondence from / to S. Rasl~i re surplus asset Q.FQ sale (.3); review insert re motion same (.2); $ correspondence to TPC re same (.1) 05/08/2017 LDJ AD Conference with Suzanne Roski regarding sale $ process 05/08/2017 LDJ AD Correspondence with David M. Bertenthal regarding $ sale process 05/08/2017 RJG AD Conference with team regarding sale process $ /08/2017 RJG AD Revise and recirculate form Bill of Sale and $ Agreement to S Roski. 05/08/2017 MBL AD Review s with team and Trinity counsel re sale $ and financing issues. 05/08/2017 JMF AD Review /edit sale motion (.2); internal re $ same (.2). 05/08/2017 TPC AD Several items of correspondence with D. Bertenthal $ re: private sale of assets 05/09/2017 DMB AD Prepare for (.3) and attend (.5) call with. buyer $ /09/2017 DMB AD Follow-up calls with S. Roski (.1) and buyer's $ counsel (.2). 05/09/2017 DMB AD Revise comment re private sale motion (.6); calls $ from / to S. Roski re same (.3), 05/09/2017 LDJ AD Attention to surplus assets sale, closing tasks $1, /09/2017 RJG AD Participate in conference with BlueSky's counsel $ concerning APA issues. 05/09/2017 JMF AD Review /edit sale motions &motion to shorten time 0.70 (.5); office conference with D. Bertenthal re issues $ re same. 05/09/2017 JMF AD s re issues re 5/10 hearing issues $ /09/2017 TPC AD Draft private sale motion with Federal $1, /09/2017 TPC AD Review local rules and case law re: amend sale $ motion to address Local Rule /09/2017 TPC AD Review sale agreement and correspondence re: draft $ private sale motion

30 Case KJC Doc Filed 08/25/17 Page 9 of 67 Page: 8 Hours Rate Amount 05/09/201.7 TPC AD Draft motion to shorten notice re: private sale $ motion with Federal 05/09/2017 TPC AD Revise and edit private sale motion $ /09/2017 TPC AD Revise and edit motion to shorten notice re: private $ sale 05/10/2017 DMB AD Call with Timothy Cairns re sale motion $ /10/2017 DMB AD Correspondence to /from S. Roski re revised sale $ motion (.2); review same (.5) 05/10/2017 DMB AD Correspondence to /from R. Gruber re main. asset 0.50 sale (.2); call with R. Gruber re same (.1); call with $ S. Roski re same (.2) 05/10/2017 K1{y AD Prepare for filing and service private sale motion $ /10/2017 KKY AD Prepare for filing and service motion to shorten re $ private sale motion 05/10/2017 I{I{y AD Prepare service list for private sale motion $ /10/2017 LDJ AD Review miscellaneous asset sale motion $ /10/2017 LDJ AD Follow-up s to potential bidders $ /10/2017 RJG AD Assist with B1ueSky issues $ /10/2017 MBL AD Review surplus asset sale motion $ /10/2017 JMF AD Review sale &motion for OST $ /10/2017 TPC AD Revise and edit motion to sell surplus assets $ OS/10/20L7 TPC AD Revise and edit motion to shorten notice re: sale of $ surplus assets 05/10/2017 TPC AD Correspond with team re: additional revisions to $ motion for sale of assets 05/10/2017 TPC AD Work with team re: service issues related to sale of $ assets 05/10/2017 JMM AD Calls with Suzanne re: sale motion $ OS/l0/2017 JMM AD Finalizing Motion to Shorten and Sale Motion for $ filing 05/10/2017 JMM AD Reviewing service lists for sale motion $ /11/2017 DMB AD Call with S. Roski re sale issues $ OS/11/2017 DMB AD Correspondence from S. Roski re APA schedules $ (.2); call to R. Gruber re issues (.1); review same (.4) 05/11/2017 I{I{y AD Draft (.2), file (.1), serve (.1), and prepare for filing $ and service (.2) notice re private sale motion 05/11/2017 KKY AD Draft (.1), file (.1), and prepare for ding (.1) $ certificate of service for notice re private sale motion. 05/11/2017 KKY AD Review and revise service list re private sale motion $70.00

31 Case KJC Doc Filed 08/25/17 Page 10 of 67 Page: 9 Hours Rate Amount 05/11/2017 KKY AD Prepare documents for Chambers re private sale $ motion and motion to shorten same 05/11/2017 LDJ AD Continued attention to sale process $2, /11/2017 LDJ AD Telephone conference with Marlee Myers, Suzanne $ Roski regarding sale process status, next steps 05/11/2017 LDJ AD Telephone conference with Tyler Nurnberg $ regarding sale process 05/11/2017 LDJ AD Telephone conference with Suzanne Roski, David 0.60 M. Bertenthal regarding sale process, bidder status, $ de minimis sale motion 05/11/2017 RJG AD Review and respond to draft APA Schedules $ /12/2017 DMB AD Correspondence to /from buyer's counsel. re status 0.40 of APA (.3); correspondence to R. Gruber re same $ (.1) 05/12/2017 DMB AD Call with S. Rosl<i re APA issues (.3); review same $1, (.6); call with R. Gruber re same (.2) 05/]2/2017 RJG AD Work with team on B1ueSky APA matters, including 1.20 strategy for finalizing APA and reviewing revised $1, Schedules. 05/12/2017 JMF AD Review APA schedules $ /13/2017 DMB AD Correspondence from R. Gruber and company re $ sale materials (.3); review same (.5). 05/15/2017 DMB AD Review new purchase proposal and to L $ Jones. 05/15/2017 DMB AD Correspondence to /from S. Roski re main sale $ status (.2); call with S. Roski re same (.5) 05/15/2017 DMB AD Follow up correspondence re APA issues/schedules $ (.4); call to R. Gruber re same (.1) 05/15/2017 LDJ AD Correspondence with Hannah McCollum regarding $ private sale motion 05/15/2017 LDJ AD Correspondence with Chris Yates regarding surplus $ asset sale 05/15/2017 LDJ AD Multiple s, teleconferences regarding sale $1, process 05/15/2017 LDJ AD Correspondence with Tom Salerno regarding bid $ status 05/15/2017 RJG AD Work with team on moving bidders forward $ /15/2017 MBL AD Review s with Trinity counsel re sale status $ /15/2017 JMM AD s with Laura Davis Jones and Karina re: $45.00 private sale motion 05/15/2017 JMM AD mails re: abandonment notices $135.00

32 Case KJC Doc Filed 08/25/17 Page 11 of 67 Page: 10 Hours Rate Amount 05/16/2017 DMB AD Correspondence to/from buyer counsel re: APA (.2); $ correspondence to S. Roski re: same (.1). 05/16/2017 KKY AD Review and revise service list re private sale motion $ /16/2017 LDJ AD Attention to sale process $1, /16/2017 RJG AD Prepare and send feedback to T Salerno regarding $ Nektar's proposal. 05/16/2017 RJG AD Participate in team call re status and follow up with $ S Roski t e qualifying prospective bidders. 05/16/2017 RJG AD Conference with S Roski re B1ueSky inventory $ request. 05/16/2017 RJG AD Prepare proposed to BlueSky and send to S $ Roski for forwarding 05/16/2017 MBL AD Review s with Trinity, D. Bertenthal, and $ client re sale issues and new budget; Trinity fees. 05/16/2017 JMM AD s re: Notices of abandonment $ /17/2417 DMB AD Call with S. Roski re sale issues $ /17/2017 DMB AD Review /comment re revised APA (.5); call with R $ Gruber re same (.2). OS/l 7/2017 DMB AD Review further revised APA and correspondence $ from / to R. Gruber re same. 05/17/2017 LDJ AD Review sale process issues, inquiries $1, /17/2017 RJG AD Review revised draft of APA from. BlueSky $ /17/2017 RJG AD Conference with D Bertenthal re BlueSky revised $ APA. 05/17/2017 RJG AD Revise and recirculate internal draft of BlueSky $2, APA. 05/17/2017 JMF AD Review ADA &Cure schedules (.8); s re $ issues re same (.3). 05/17/2017 JMP AD Draft sale /procedures motion $ /18/2017 DJB AD Draft disclaimer language for declaration $1, /18/2017 DJB AD Consider CFIUS issues $ /18/201.7 DJB AD Prepare for conference call with buyer; Participate in $ conference call re CFIUS. 05/18/2017 DMB AD Call with. buyer's counsel re: APA issues $ /18/2017 DMB AD Call with Trinity counsel re: sale issues $ OS/l 8/2017 DMB AD Review/comment re: draft sale motion $ /18/2017 DMB AD Follow-up call with S. Roski re: sale/buyer issues $ /18/2017 LDJ AD Telephone conference with. Suzanne Roslci regarding $ sale process