Case KG Doc 537 Filed 08/17/18 Page 1 of 21 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )

Transcription

1 Case KG Doc 537 Filed 08/17/18 Page 1 of 21 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PES HOLDINGS, LLC, et al., Debtors. 1 ) ) ) ) ) ) ) Chapter 11 Case No (KG) (Jointly Administered) SUMMARY COVER SHEET TO THE FIRST INTERIM FEE APPLICATION OF KATTEN MUCHIN ROSENMAN LLP, AS COUNSEL FOR DEBTOR PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, FOR THE PERIOD OF MARCH 22, 2018 THROUGH AND INCLUDING JUNE 30, 2018 Katten Muchin Rosenman LLP ( Katten or Applicant ), attorneys for debtor and debtor-in-possession Philadelphia Energy Solutions Refining and Marketing LLC (the Debtor ), at the direction of the Special Committee of the Board of Managers of the Debtor (the Special Committee ), submits this summary (the Summary ) of fees and expenses sought as actual, reasonable and necessary in the fee application to which this Summary is attached (the Fee Application ) for the period of March 22, 2018 through and including June 30, 2018 (the Fee Period ). 2 Katten submits the Fee Application as an interim fee application in accordance with the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 216] (the Interim Compensation Order ), which permits Katten to file interim fee applications every three months. General Information Name of Applicant: Authorized to provide professional services to: Katten Muchin Rosenman LLP Philadelphia Energy Solutions Refining and Marketing LLC, at the direction of the Special Committee of 1 The Debtors in these Chapter 11 Cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania Capitalized terms used but not otherwise defined in this Summary shall have the meanings ascribed to them in the Fee Application.

2 Case KG Doc 537 Filed 08/17/18 Page 2 of 21 the Board of Managers of Debtor Petition Date: January 21, 2018 Date of retention: Retention Order, entered May 14, 2018, nunc pro tunc to March 20, 2018 Summary of Fees and Expenses Sought in the Fee Application Period for which compensation and reimbursement is sought: Amount of compensation sought as actual, reasonable and necessary: Amount of expense reimbursement sought as actual, reasonable and necessary: Total compensation and expense reimbursement requested: March 22, 2018 through June 30, 2018 $ 44, $ $ 44, Rate Increases Applicable to the Fee Period Total amount of compensation sought for the Fee Period, calculated using rates as of the date of entry of the Retention Order: $ 44, Summary of Past Requests for Compensation and Prior Payments Total amount of compensation previously requested pursuant to the Interim Compensation Order to date: Total amount of expense reimbursement previously requested pursuant to the Interim Compensation Order to date: $ 35, (80% of $44,277.00) $ Total amount of compensation approved pursuant to the Interim Compensation Order to date: Total amount of expense reimbursement approved pursuant to the Interim Compensation Order to date: $ $ 32, Total allowed compensation paid to date: $ 0.00 Total allowed expenses paid to date: $

3 Case KG Doc 537 Filed 08/17/18 Page 3 of 21 Compensation sought in this Fee Application already paid pursuant to the Interim Compensation Order, but not yet allowed: $ 32, Expenses sought in this Fee Application already paid pursuant to the Interim Compensation Order, but not yet allowed: $ [Remainder of Page Intentionally Left Blank] 3

4 Case KG Doc 537 Filed 08/17/18 Page 4 of 21 Dated: August 17, 2018 New York, New York /s/ Steven J. Reisman Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY Telephone: (212) Facsimile: (212) sreisman@katten.com theresa.foudy@kattenlaw.com and William E. Chipman, Jr. (D.E. Bar No. 3818) Mark D. Olivere (D.E. Bar No. 4291) CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware Telephone: (302) Facsimile: (302) chipman@chipmanbrown.com olivere@chipmanbrown.com Counsel for Debtor and Debtor-in-Possession Philadelphia Energy Solutions Refining and Marketing LLC

5 Case KG Doc 537 Filed 08/17/18 Page 5 of 21 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PES HOLDINGS, LLC, et al., Debtors. 1 ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No (KG) (Jointly Administered) Objection Deadline: September 8, 2018 FIRST INTERIM FEE APPLICATION OF KATTEN MUCHIN ROSENMAN LLP, AS COUNSEL FOR DEBTOR PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, FOR THE PERIOD OF MARCH 22, 2018 THROUGH AND INCLUDING JUNE 30, 2018 Katten Muchin Rosenman LLP ( Katten ), attorneys for debtor and debtor-inpossession Philadelphia Energy Solutions Refining and Marketing LLC (the Debtor ), at the direction of the Special Committee of the Board of Managers of the Debtor (the Special Committee ), hereby submits this first interim fee application (the Fee Application ), for allowance of (a) compensation for professional services provided in the amount of $44,277, and (b) reimbursement of actual and necessary expenses in the amount of $488 that Katten incurred for the period of March 22, 2018 through and including June 30, 2018 (the Fee Period ). In support of this Fee Application, Katten submits the declaration of Steven J. Reisman, a partner at Katten, which is attached hereto as Exhibit A and incorporated herein by reference (the Reisman Declaration ). In further support of this Fee Application, Katten respectfully states as follows: 1 The Debtors in these Chapter 11 Cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania

6 Case KG Doc 537 Filed 08/17/18 Page 6 of 21 JURISDICTION 1. The United States Bankruptcy Court for the District of Delaware (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue is proper pursuant to 28 U.S.C and The bases for the relief requested herein are sections 330 and 331 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), rule of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), the Order Authorizing the Retention, Employment and Substitution of Katten Muchin Rosenman LLP, and the Withdrawal of Curtis, Mallet-Prevost, Colt & Mosle LLP, as Attorneys for Debtor Philadelphia Energy Solutions Refining and Marketing LLC, Effective Nunc Pro Tunc to March 20, 2018 [Docket No. 436] (the Retention Order ), a copy of which is attached hereto as Exhibit B, and the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 216] (the Interim Compensation Order ). BACKGROUND 4. On January 21, 2018 (the Petition Date ), the Debtor and its affiliated debtors and debtors-in-possession (collectively, the Debtors ) each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No entity has requested the appointment of a trustee or examiner in these Chapter 11 Cases (defined below). 2

7 Case KG Doc 537 Filed 08/17/18 Page 7 of A description of the Debtors businesses is set forth in the Declaration of Gregory Gatta, Chief Executive Officer of PES Holdings, LLC, in Support of Chapter 11 Petitions and First Day Motions, filed on January 22, 2018 [Docket No. 16], and incorporated herein by reference. 6. On January 22, 2018, the Debtors filed the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates [Docket No. 9] (as modified, amended, or supplemented from time to time, the Plan ). 7. On January 23, 2018, the Court entered the Order (I) Directing Joint Administration of the Chapter 11 Cases and (II) Granting Related Relief [Docket No. 76], authorizing the joint administration and procedural consolidation of the Debtors chapter 11 cases pursuant to Bankruptcy Rule 1015(b) (collectively, the Chapter 11 Cases ). 8. On February 2, 2018, the Debtor filed the Application of Debtor Philadelphia Energy Solutions Refining and Marketing LLC for Entry of an Order Authorizing the Retention and Employment of Curtis, Mallet-Prevost, Colt & Mosle LLP, as Attorneys for Debtor and Debtor in Possession Philadelphia Energy Solutions Refining and Marketing LLC, Nunc Pro Tunc to the Petition Date [Docket No. 141] (the Curtis Application ). The Court entered an order granting the Curtis Application on February 22, 2018 [Docket No. 189]. 9. The Debtor, at the direction of the Special Committee, selected Chipman Brown Cicero & Cole, LLP ( CBCC ) as its local Delaware counsel in connection with any Conflict Matters (defined in the Retention Application). The Court entered an Order approving the Debtor s retention of CBCC, as local counsel, on February 22, 2018 [Docket No. 188]. 3

8 Case KG Doc 537 Filed 08/17/18 Page 8 of On February 26, 2018, the Court entered the Interim Compensation Order, which sets forth the procedures for interim compensation and reimbursement of expenses for all professionals in these Chapter 11 Cases. 11. On March 20, 2018, the Curtis partners responsible for the representation of the Debtor ceased to be partners at Curtis and became partners at Katten. The Special Committee chose to substitute Katten as its counsel with respect to Conflict Matters for the sake of efficiency, continuity, and stability of the representation, given the move of the attorneys who personally had been involved in the representation. The particular terms of Katten s engagement are set forth in the engagement letter by and between Katten and the Debtor, dated as of March 20, 2018 (the Engagement Letter ), a copy of which is attached hereto as Exhibit B-1 and incorporated herein by reference. 12. On March 26, 2018, the Court entered the Order Approving the Debtors Disclosure Statement for and Confirming the First Amended Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates [Docket No. 323] (as modified and amended from time to time, the Confirmation Order ). 13. On April 25, 2018, the Debtor filed the Application of Debtor Philadelphia Energy Solutions Refining and Marketing LLC for Entry of an Order Authorizing (I) the Retention, Employment and Substitution of Katten Muchin Rosenman LLP, as Attorneys for Debtor Philadelphia Energy Solutions Refining and Marketing LLC, Effective Nunc Pro Tunc to March 20, 2018; and (II) the Withdrawal of Curtis, Mallet-Prevost, Colt & Mosle LLP [Docket No. 407] (the Retention Application ). The Court entered the Retention Order granting the Retention Application on May 14, On June 22, 2018, Katten filed the First Monthly Fee Statement of Katten Muchin Rosenman LLP for Allowance of Administrative Claim for Compensation and 4

9 Case KG Doc 537 Filed 08/17/18 Page 9 of 21 Reimbursement of Expenses, as Counsel for Debtor Philadelphia Energy Solutions Refining and Marketing LLC, for the Period of March 22, 2018 through April 30, 2018 [Docket No. 473] (the First Monthly Fee Statement ). By Certificate of No Objection, filed July 18, 2018 [Docket No. 490], the Debtor was authorized to pay to Katten 80% of Katten s fees and 100% of Katten s expenses, as requested in the First Monthly Fee Statement. 15. On June 28, 2018, Katten filed the Second Monthly Fee Statement of Katten Muchin Rosenman LLP for Allowance of Administrative Claim for Compensation and Reimbursement of Expenses, as Counsel for Debtor Philadelphia Energy Solutions Refining and Marketing LLC, for the Period of May 1, 2018 through May 31, 2018 [Docket No. 478] (the Second Monthly Fee Statement ). By Certificate of No Objection, filed July 19, 2018 [Docket No. 496], the Debtor was authorized to pay to Katten 80% of Katten s fees and 100% of Katten s expenses, as requested in the Second Monthly Fee Statement. 16. On August 7, 2018, the Debtors filed the Notice of (I) Entry of Confirmation Order, (II) Occurrence of Effective Date, and (III) Related Bar Dates [Docket No. 521], which provides that the Plan became effective on August 7, 2018 (the Effective Date ). 17. On August 15, 2018, Katten filed the Third Monthly Fee Statement of Katten Muchin Rosenman LLP for Allowance of Administrative Claim for Compensation and Reimbursement of Expenses, as Counsel for Debtor Philadelphia Energy Solutions Refining and Marketing LLC, for the Period of June 1, 2018 through June 30, 2018 [Docket No. 531] (the Third Monthly Fee Statement ). 5

10 Case KG Doc 537 Filed 08/17/18 Page 10 of 21 PRELIMINARY STATEMENT 18. During the Fee Period, Katten represented the Debtor professionally and diligently, advising the Debtor on a variety of complex matters and issues in connection with Conflict Matters and, as a result, the Debtor took action to maximize the value of its estate for the benefit of all parties-in-interest. In particular, during the Fee Period, Katten, among other things, (a) advised the Debtor with respect to issues relating to implementing the Debtor s Plan, which this Court confirmed on March 26, 2018; (b) prepared for and participated in joint meetings of the Debtors boards; and (c) performed other professional services as described herein with respect to Conflict Matters and in determining whether matters constitute Conflict Matters. CASE STATUS SUMMARY 19. Katten s rendition of services to the Debtor, at the direction of the Special Committee, has substantially concluded. These efforts have resulted in the Debtor achieving significant progress, including, without limitation, confirmation of the Debtors Plan and that Plan becoming effective. THE DEBTOR S RETENTION OF KATTEN 20. On May 14, 2018, the Court entered the Retention Order, which authorizes the Debtor to compensate and reimburse Katten in accordance with the applicable provisions set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order. The Retention Order also authorizes the Debtor to compensate Katten at Katten s hourly rates charged for services of this type and to reimburse Katten for Katten s actual and necessary out-of-pocket expenses incurred, subject to application to this Court. The particular terms of Katten s engagement are set forth in: (a) the Engagement Letter; and (b) the Action by Written Consent of the Board of 6

11 Case KG Doc 537 Filed 08/17/18 Page 11 of 21 Managers of Philadelphia Energy Solutions Refining and Marketing LLC, dated July 26, 2017 (the Special Committee Resolution ), a copy of which is attached hereto as Exhibit B-2 and incorporated herein by reference. services: 21. The Retention Order authorizes Katten to provide the following legal a. investigating and advising the Special Committee regarding whether an issue constitutes a Conflict Matter; b. conducting investigations and analyses sufficient to advise the Special Committee regarding Conflict Matters; c. taking any and all actions to negotiate, resolve and implement the directions of the Special Committee related to Conflict Matters; d. appearing before the Court and any appellate courts to represent the interests of the Debtor s estate with respect to Conflict Matters; e. communicating and meeting with parties-in-interest in connection with the Chapter 11 Cases and the foregoing; and f. performing all other necessary legal services for the Debtor, as related to Conflict Matters, in connection with the prosecution of these Chapter 11 Cases. KATTEN S DISINTERESTEDNESS 22. To the best of the Debtor s knowledge, and as disclosed in the Declaration of Steven J. Reisman in Support of the Application of Debtor Philadelphia Energy Solutions Refining and Marketing LLC, for Entry of an Order Authorizing (I) the Retention, Employment and Substitution of Katten Muchin Rosenman LLP, as Attorneys for Debtor Philadelphia Energy Solutions Refining and Marketing LLC, Effective Nunc Pro Tunc to March 20, 2018; and (II) the Withdrawal of Curtis, Mallet-Prevost, Colt & Mosle LLP [Docket No ], attached as Exhibit B to the Retention Application (the Reisman Declaration in Support of Retention ), (a) Katten is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the 7

12 Case KG Doc 537 Filed 08/17/18 Page 12 of 21 Bankruptcy Code, and does not hold or represent an interest adverse to the Debtor s estate; and (b) Katten has no connection to the Debtor, its creditors, or other parties-in-interest, except as may be disclosed in the Reisman Declaration in Support of Retention. 23. Katten may have in the past represented, may currently represent, and likely in the future will represent, parties-in-interest in connection with matters unrelated to the Debtor in these Chapter 11 Cases. In the Reisman Declaration in Support of Retention, Katten disclosed its connections to parties-in-interest that it was able to ascertain using its reasonable efforts. 24. Katten reviewed its files periodically during the pendency of these Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances existed or arose. COMPENSATION PAID AND ITS SOURCE 25. All services for which compensation is requested herein were performed by Katten for, or on behalf of, the Debtor and its estate, at the direction of the Special Committee, and not on behalf of any committee, creditor or other entity. 26. Other than set forth in the Retention Application, there is no proposed arrangement between the Debtors and Katten for compensation to be paid in these Chapter 11 Cases. Further, Katten has received no payment and no promises for payment from any source other than the Debtor for services provided or to be provided in any capacity whatsoever in connection with these Chapter 11 Cases. 27. Pursuant to Bankruptcy Rule 2016(b), Katten has neither shared nor agreed to share, with another party or person other than the partners, associates and other attorneys of Katten, (a) any compensation it has received or may receive, or (b) any compensation another person or party has received or may receive. 8

13 Case KG Doc 537 Filed 08/17/18 Page 13 of 21 COMPLIANCE WITH THE INTERIM COMPENSATION ORDER 28. To the best of Katten s knowledge, this Fee Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order, and Katten believes that this Fee Application also constitutes a reasonable effort to comply with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the U.S. Trustee Guidelines ). 29. Katten seeks interim compensation for professional services rendered to the Debtor during the Fee Period in the amount of $44,277 and reimbursement of actual and necessary expenses incurred in connection with providing such services in the amount of $488. The attorneys of Katten who rendered professional services in these Chapter 11 Cases during the Fee Period are as follows: Steven J. Reisman, Theresa A. Foudy, Evan S. Borenstein, Allison E. Yager, and Kyle J. TumSuden. The paraprofessional who provided services to Katten s attorneys in these Chapter 11 Cases during the Fee Period is as follows: Jacob Azrilyant. During the Fee Period, Katten s attorneys and paraprofessionals expended a total of hours for which compensation is requested. 30. As of the date hereof, Katten has received payments totaling $70, (of which, (a) $33, was applied as payment for 80% of the fees requested, and reimbursement for 100% of the expenses incurred, by Katten in the First Monthly Fee Statement and Second Monthly Fee Statement; and (b) $37, was kept on account) for the Fee Period, pursuant to the Interim Compensation Order. In accordance with the Interim Compensation Order, Katten has submitted monthly fee statements seeking payment of (a) 80% of the fees incurred by the Debtor for reasonable and necessary 9

14 Case KG Doc 537 Filed 08/17/18 Page 14 of 21 professional services rendered by Katten, and (b) 100% of the actual and necessary costs and expenses incurred by Katten in connection with the services provided to the Debtor for each month. Accordingly, by this Fee Application, and to the extent such amounts have not been paid by the time of the hearing on this Fee Application, Katten seeks payment of the remaining $11,695.40, which includes: (a) the 20% holdback relating to the First Monthly Fee Statement and Second Monthly Fee Statement (totaling $8,218.90); and (b) 100% of the fees and expenses requested in Katten s Third Monthly Fee Statement (totaling $3,476.50), with respect to Katten s fees and expenses for reasonable and necessary professional services rendered for, or on behalf of, the Debtor, during the Fee Period. FEES AND EXPENSES INCURRED DURING THE FEE PERIOD A. Customary Billing Disclosures 31. Katten s hourly rates are set at a level designed to compensate Katten fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. The hourly rates and corresponding rate structure used by Katten during these Chapter 11 Cases are the same as the hourly rates and corresponding rate structure that Katten uses in other restructuring matters, and are comparable to the hourly rates and corresponding rate structure that Katten uses for complex corporate, securities and litigation matters, whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such restructuring and other complex matters typically are national in scope and involve great complexity, high stakes and severe time pressures. For the convenience of the Court and all parties-in-interest, attached hereto as Exhibit C is a summary of the blended hourly rates for timekeepers who billed to non-bankruptcy matters and blended hourly rates for timekeepers who billed to the Debtor during the Fee Period. 10

15 Case KG Doc 537 Filed 08/17/18 Page 15 of 21 B. Fees Incurred During Fee Period 32. In the ordinary course of Katten s practice, Katten maintains computerized records of the time expended to render the professional services required by the Debtor in these Chapter 11 Cases, and for which compensation is sought. 33. For the convenience of the Court and all parties-in-interest, attached hereto as Exhibit D is a summary of the fees incurred and hours expended by Katten during the Fee Period, which includes the following information: a. the name of each attorney and paraprofessional for whose work on these Chapter 11 Cases compensation is sought; b. the amount of time expended and fees billed by each such attorney and paraprofessional during the Fee Period; c. the aggregate amount of time expended and fees billed by such attorneys and paraprofessionals during the Fee Period; d. the hourly billing rate for each such attorney and paraprofessional at Katten s current billing rates; e. the number of rate increases since the commencement of these Chapter 11 Cases; and f. a calculation of total compensation requested using the rates disclosed in the Retention Application. C. Expenses Incurred During Fee Period 34. In the ordinary course of Katten s practice, Katten maintains computerized records of expenses incurred in the rendition of the professional services required by the Debtor in these Chapter 11 Cases, and for which reimbursement is sought. 35. For the convenience of the Court and all parties-in-interest, attached hereto as Exhibit E is a summary of the expenses incurred by Katten during the Fee Period, setting forth the total amount of reimbursement sought with respect to each category of expenses for which Katten is seeking reimbursement. 11

16 Case KG Doc 537 Filed 08/17/18 Page 16 of 21 SUMMARY OF LEGAL SERVICES RENDERED DURING THE FEE PERIOD 36. During the Fee Period, Katten s attorneys and paraprofessionals expended a total of hours in providing professional services to the Debtor. 37. The following paragraph provides a brief summary of the professional services rendered by Katten during the Fee Period. The detailed description demonstrates that Katten performed certain services for the Debtor with respect to the Conflict Matters in these Chapter 11 Cases. (A) Restructuring Total Fees: $ 44, Total Hours: This includes time spent by Katten attorneys and paraprofessionals providing a variety of services for, or on behalf of, the Debtor, including, without limitation, (a) general restructuring services related to (i) proposing, prosecuting and reviewing the Debtors disclosure statement and Plan, and (ii) taking all actions necessary to ensure that certain conditions to the Plan becoming effective have been satisfied in advance of applicable deadlines; (b) general corporate governance services related to preparing for and participating in Debtors joint board meetings, (c) general case administration services related to (i) filing documents with the Court and overseeing the service thereof, (ii) maintaining case calendars, (iii) attending and participating in hearings before the Court, (iv) attending and participating general status calls and meetings with the Debtor, the Special Committee and other parties-in-interest, and (v) periodically reviewing the docket for these Chapter 11 Cases for filings and issues relevant to the Debtor and its estate; (d) services related to the retention and compensation of Katten, including (i) preparing and filing the Retention Application, (ii) preparing and filing monthly fee statements and this Fee Application, (iii) attending to billing activities, and (iv) ensuring 12

17 Case KG Doc 537 Filed 08/17/18 Page 17 of 21 compliance with timekeeping guidelines, U.S. Trustee Guidelines, the Interim Compensation Order, and applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; and (e) with respect to the services listed in clauses (a) through (c), solely with respect to Conflict Matters. 38. A more detailed schedule setting forth a description of the services performed by Katten during the Fee Period, including (a) the number of hours expended by Katten s partners, associates and paraprofessionals, and (b) the aggregate fees, is attached hereto as Exhibit F. 39. In addition, attached hereto as Exhibit G is Katten s budget and staffing plan for the Fee Period, which has been approved by the Debtor. Furthermore, attached hereto as Exhibit H is a summary comparison of hours and fees budgeted for the professional services to which Katten professionals and paraprofessionals billed time during the Fee Period, against the hours and fees for which Katten seeks compensation for the Fee Period. 40. Katten s computerized records of time expended providing professional services for, or on behalf of, the Debtor, plus Katten s records of expenses incurred in connection with its rendition of professional services for, or on behalf of, the Debtor, with respect to the Fee Period, are attached hereto as Exhibit I. REASONABLE AND NECESSARY SERVICES PROVIDED BY KATTEN A. Reasonable and Necessary Fees Incurred in Providing Services to the Debtor, at the Direction of the Special Committee, During the Fee Period 41. The foregoing professional services rendered by Katten for, or on behalf of, the Debtor during the Fee Period were reasonable, necessary and appropriate to the administration of these Chapter 11 Cases and related matters. 13

18 Case KG Doc 537 Filed 08/17/18 Page 18 of Many of the services performed with respect to the Conflict Matters were provided by Katten s Insolvency and Restructuring Group. Katten has a prominent practice in this area and enjoys a national and international reputation for its expertise in financial reorganizations and restructurings of distressed companies. The attorneys at Katten who provided professional services to the Debtor in these Chapter 11 Cases have represented debtors, creditors committees, or have acted as special counsel in many large chapter 11 cases. 43. The circumstances of these Chapter 11 Cases required Katten attorneys and paraprofessionals to perform services for, or on behalf of, the Debtor with respect to the Conflict Matters on tight time constraints. Katten diligently rendered these services to (a) meet such constraints, (b) respond to inquiries from various parties-in-interest on a timely basis, and (c) satisfy the demands of the Debtor s business to ensure the orderly administration of these Chapter 11 Cases. B. Reasonable and Necessary Expenses Incurred in Providing Services to the Debtor 44. The actual expenses incurred in providing professional services were necessary, reasonable and justified under the circumstances to serve the needs of the Debtor in these Chapter 11 Cases. KATTEN S REQUESTED FEES AND EXPENSES SHOULD BE ALLOWED 45. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of section 330 of the Bankruptcy Code to govern the Court s award of such compensation. 46. Section 330 of the Bankruptcy Code provides that a court may award a professional employed under section 327 of the Bankruptcy Code reasonable 14

19 Case KG Doc 537 Filed 08/17/18 Page 19 of 21 compensation for actual, necessary services rendered... and reimbursement for actual, necessary expenses. 11 U.S.C. 330(a)(1). 47. Section 330 also sets forth the criteria for the award of such compensation and reimbursement: In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including (a) (b) (c) (d) the time spent on such services; the rates charged for such services; whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; and (e) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a)(3). 48. Katten respectfully submits that the services for which it seeks compensation in this Fee Application were necessary and appropriate, given the complexity of these Chapter 11 Cases, the time expended by Katten, the nature and extent of services provided by Katten, the value of Katten s services, and the cost of comparable services other than in a case under this title. Accordingly, Katten respectfully submits that the approval of the compensation sought herein is warranted and should be approved. 15

20 Case KG Doc 537 Filed 08/17/18 Page 20 of 21 RESERVATION OF RIGHTS 49. It is possible that some professional time expended or expenses incurred during the Fee Period are not reflected in this Fee Application. Katten reserves the right to include such amounts in future fee applications. NOTICE 50. The Debtor shall provide notice of this Fee Application on the date hereof to: (a) the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Wilmington, Delaware 19801; (b) all entities that comprise the Application Recipients, as defined in the Interim Compensation Order; (c) all entities with a particularized interest in the subject matter of the Fee Application; and (d) any person or party that has filed a notice of appearance with the Clerk of this Court and requested notice of pleadings in these Chapter 11 Cases pursuant to Bankruptcy Rule Pursuant to the Interim Compensation Order, any person or party that wishes to object to the Fee Application, must file a written objection with the Court, with a copy to Chambers, and serve it on Katten and the persons and parties identified in the foregoing paragraph, so that the written objection is actually received on or before September 8, 2018, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice (the Objection Deadline ). NO PRIOR REQUEST 52. No prior application for the relief requested herein has been made to this or any other court. [Remainder of Page Left Intentionally Blank] 16

21 Case KG Doc 537 Filed 08/17/18 Page 21 of 21 WHEREFORE, Katten respectfully requests that the Court enter an order (a) awarding Katten interim (i) compensation for professional and paraprofessional services provided during the Fee Period in the amount of $44,277, and (ii) reimbursement for actual, reasonable and necessary expenses incurred in the Fee Period in the amount of $488; (b) authorizing and directing the Debtor to remit payment to Katten for such fees and expenses; and (c) granting such other relief as this Court may deem just and proper. Dated: August 17, 2018 New York, New York /s/ Steven J. Reisman Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY Telephone: (212) Facsimile: (212) and William E. Chipman, Jr. (D.E. Bar No. 3818) Mark D. Olivere (D.E. Bar No. 4291) CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware Telephone: (302) Facsimile: (302) Counsel for Debtor and Debtor-in-Possession Philadelphia Energy Solutions Refining and Marketing LLC

22 Case KG Doc Filed 08/17/18 Page 1 of 4 EXHIBIT A Reisman Declaration

23 Case KG Doc Filed 08/17/18 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PES HOLDINGS, LLC, et al., Debtors. 1 ) ) ) ) ) ) ) Chapter 11 Case No (KG) (Jointly Administered) DECLARATION OF STEVEN J. REISMAN IN SUPPORT OF THE FIRST INTERIM FEE APPLICATION OF KATTEN MUCHIN ROSENMAN LLP, AS COUNSEL FOR DEBTOR PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, FOR THE PERIOD OF MARCH 22, 2018 THROUGH AND INCLUDING JUNE 30, 2018 I, Steven J. Reisman, hereby declare the following under penalty of perjury: 1. I am a partner of the law firm of Katten Muchin Rosenman LLP ( Katten ), with offices located at 575 Madison Avenue, New York, New York, I am the lead attorney from Katten working on these Chapter 11 Cases. 2 I am a member in good standing of the Bar of the State of New York, and I have been admitted to practice in the United States District Courts for the Southern District of New York, Eastern District of New York, District of New Jersey, District of Connecticut, Eastern District of Michigan, and Eastern District of Wisconsin; the United States Court of Appeals for the Second Circuit and the Third Circuit; and the United States Supreme Court. There are no disciplinary proceedings pending against me. 1 The Debtors in these Chapter 11 Cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Fee Application.

24 Case KG Doc Filed 08/17/18 Page 3 of 4 2. I have read the foregoing Fee Application. To the best of my knowledge, information and belief, the statements contained in the Fee Application are true and correct. In addition, I believe that the Fee Application complies with Local Rule In connection therewith, I hereby certify as follows: a. To the best of my knowledge, information and belief, formed after reasonable inquiry, the fees and disbursements sought in the Fee Application are permissible under the Bankruptcy Code, Bankruptcy Rules, Local Rules and Court orders. b. The fees and disbursements sought in the Fee Application are billed at rates customarily employed by Katten and generally accepted by Katten s clients. In addition, none of the professionals seeking compensation varied his or her hourly rate based on the geographic location of these Chapter 11 Cases. c. In providing a reimbursable expense, Katten does not make a profit on that expense, whether the service is performed by Katten, itself, or through a third party. d. In accordance with Rule 2016(a) of the Federal Rules of Bankruptcy Procedure and 11 U.S.C. 504, no agreement or understanding exists between Katten and any other person for the sharing of compensation to be received in connection with these Chapter 11 Cases, except as authorized pursuant to the Bankruptcy Code, Bankruptcy Rules, and Local Rules. e. All services for which compensation is sought were professional services provided for, or on behalf of, the Debtor, and not on behalf of any other person. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. 2

25 Case KG Doc Filed 08/17/18 Page 4 of 4 Dated: August 17, 2018 New York, New York Respectfully submitted, /s/ Steven J. Reisman Steven J. Reisman Partner Katten Muchin Rosenman LLP

26 Case KG Doc Filed 08/17/18 Page 1 of 49 EXHIBIT B Retention Order

27 Case KG Doc Doc Filed 05/14/18 08/17/18 Page 12 of 549

28 Case KG Doc Doc Filed 05/14/18 08/17/18 Page 23 of 549

29 Case KG Doc Doc Filed 05/14/18 08/17/18 Page 34 of 549

30 Case KG Doc Doc Filed 05/14/18 08/17/18 Page 45 of 549

31 Case KG Doc Doc Filed 05/14/18 08/17/18 Page 56 of 549

32 Case KG Doc Filed 05/14/18 08/17/18 Page 17 of 11 49

33 Case KG Doc Filed 05/14/18 08/17/18 Page 28 of 11 49

34 Case KG Doc Filed 05/14/18 08/17/18 Page 39 of 11 49

35 Case KG Doc Filed 08/17/18 05/14/18 Page 10 4 of 11 49

36 Case KG Doc Filed 08/17/18 05/14/18 Page 11 5 of 11 49

37 Case KG Doc Filed 08/17/18 05/14/18 Page 12 6 of 11 49

38 Case KG Doc Filed 08/17/18 05/14/18 Page 13 7 of 11 49

39 Case KG Doc Filed 08/17/18 05/14/18 Page 14 8 of 11 49

40 Case KG Doc Filed 08/17/18 05/14/18 Page 15 9 of 11 49

41 Case KG Doc Filed 05/14/18 08/17/18 Page of 11 49

42 Case KG Doc Filed 05/14/18 08/17/18 Page of 11 49

43 Case KG Doc Filed 08/17/18 05/14/18 Page 18 1 of 11 49

44 Case KG Doc Filed 08/17/18 05/14/18 Page 19 2 of 11 49

45 Case KG Doc Filed 08/17/18 05/14/18 Page 20 3 of 11 49

46 Case KG Doc Filed 08/17/18 05/14/18 Page 21 4 of 11 49

47 Case KG Doc Filed 08/17/18 05/14/18 Page 22 5 of 11 49

48 Case KG Doc Filed 08/17/18 05/14/18 Page 23 6 of 11 49

49 Case KG Doc Filed 08/17/18 05/14/18 Page 24 7 of 11 49

50 Case KG Doc Filed 08/17/18 05/14/18 Page 25 8 of 11 49

51 Case KG Doc Filed 08/17/18 05/14/18 Page 26 9 of 11 49

52 Case KG Doc Filed 05/14/18 08/17/18 Page of 11 49

53 Case KG Doc Filed 05/14/18 08/17/18 Page of 11 49

54 Case KG Doc Filed 08/17/18 Page 29 of 49 EXHIBIT B-1 Engagement Letter

55 Case KG Doc Filed 08/17/18 Page 30 of 49

56 Case KG Doc Filed 08/17/18 Page 31 of 49

57 Case KG Doc Filed 08/17/18 Page 32 of 49

58 Case KG Doc Filed 08/17/18 Page 33 of 49

59 Case KG Doc Filed 08/17/18 Page 34 of 49

60 Case KG Doc Filed 08/17/18 Page 35 of 49

61 Case KG Doc Filed 08/17/18 Page 36 of 49

62 Case KG Doc Filed 08/17/18 Page 37 of 49

63 Case KG Doc Filed 08/17/18 Page 38 of 49

64 Case KG Doc Filed 08/17/18 Page 39 of 49 EXHIBIT B-2 Special Committee Resolution

65 Case KG Doc Filed 08/17/18 Page 40 of 49

66 Case KG Doc Filed 08/17/18 Page 41 of 49

67 Case KG Doc Filed 08/17/18 Page 42 of 49

68 Case KG Doc Filed 08/17/18 Page 43 of 49

69 Case KG Doc Filed 08/17/18 Page 44 of 49

70 Case KG Doc Filed 08/17/18 Page 45 of 49

71 Case KG Doc Filed 08/17/18 Page 46 of 49

72 Case KG Doc Filed 08/17/18 Page 47 of 49

73 Case KG Doc Filed 08/17/18 Page 48 of 49

74 Case KG Doc Filed 08/17/18 Page 49 of 49

75 Case KG Doc Filed 08/17/18 Page 1 of 2 EXHIBIT C Voluntary Rate Disclosures

76 Case KG Doc Filed 08/17/18 Page 2 of 2 Voluntary Rate Disclosures The blended hourly rate for all Katten domestic timekeepers (including both professionals and paraprofessionals) who billed to non-bankruptcy matters during the Fee Period was, in the aggregate, approximately $675 per hour (the Non-Bankruptcy Blended Hourly Rate ). The blended hourly rate for all Katten timekeepers (including both professionals and paraprofessionals) who billed to the Debtor in connection with these Chapter 11 Cases during the Fee Period was, in the aggregate, approximately $715 per hour (the Debtor Blended Hourly Rate ). A detailed comparison of these rates for the Fee Period is included below: 1 Position Non-Bankruptcy Blended Hourly Rate Debtor Blended Hourly Rate Partner $ 849 $ 1,025 Counsel $ 684 NA Associate $ 574 $ 495 Paraprofessionals $ 303 $ 225 TOTAL $ 675 $ The difference in the Total Non-Bankruptcy Blended Hourly Rate and the Total Debtor Blended Hourly Rate is attributable primarily to two factors: (a) the specialized nature of Katten s Insolvency and Restructuring practice group (which was heavily involved in these Chapter 11 Cases), as such specialization impacts billing rates and, therefore, the blended rate; and (b) the partner-to-associate staffing ratio on these Chapter 11 Cases. Katten s representation of the Debtor includes the consistent involvement of senior-level partners. Given the complexity and uniqueness of the matters in these Chapter 11 Cases, Katten believes experienced, senior-level attorneys work more efficiently than assigning tasks to a multitude of junior attorneys with less collective experience.

77 Case KG Doc Filed 08/17/18 Page 1 of 2 EXHIBIT D Summary of Total Fees Incurred and Hours Billed During the Fee Period

78 Case KG Doc Filed 08/17/18 Page 2 of 2 Summary of Total Fees Incurred and Hours Billed During the Fee Period Attorney Position and Year Admitted Department Hourly Billing Rate Total Billed Hours Total Compensation Number of Rate Increases Steven J. Reisman Partner 1991 Restructuring $ 1, $ 16, None Theresa A. Foudy Partner 1994 Restructuring , None Evan S. Borenstein Partner 1999 Corporate None Allison E. Yager Associate Restructuring , None Kyle J. TumSuden Associate 2017 Restructuring , None TOTAL $ 44, Paraprofessional Position Department Hourly Billing Rate Total Billed Hours Total Compensation Number of Rate Increases Jacob Azrilyant Paralegal Restructuring $ $ None TOTAL.40 $ Allison E. Yager is admitted in the State of Illinois and is not admitted in the State of New York.

79 Case KG Doc Filed 08/17/18 Page 1 of 2 EXHIBIT E Summary of Actual and Necessary Expenses Incurred During the Fee Period

80 Case KG Doc Filed 08/17/18 Page 2 of 2 Summary of Actual and Necessary Expenses Incurred During the Fee Period Expense Category Amount Travel to and from Court $ Court Telephone Charges $ Out of Town Travel $ TOTAL $

81 Case KG Doc Filed 08/17/18 Page 1 of 2 EXHIBIT F Summary of Fees by Matter Category for the Fee Period

82 Case KG Doc Filed 08/17/18 Page 2 of 2 Summary of Fees by Matter Category for the Fee Period Matter No. Matter Description Hours Billed Compensation Billed PES Bankruptcy $ 44, TOTAL $ 44,277.00

83 Case KG Doc Filed 08/17/18 Page 1 of 2 EXHIBIT G Budget and Staffing Plan

84 Case KG Doc Filed 08/17/18 Page 2 of 2 Budget and Staffing Plan Budget Matter No. Matter Description Hours Budgeted Compensation Budgeted PES Bankruptcy $ 50, TOTAL $ 50, Staffing Plan Category of Timekeeper Number of Timekeepers Expected to Work on Matter Category Average Hourly Rate 1 Partner 3 $ 1, Associate Paralegal Total Attorneys 5 $ Total Non-Attorneys 1 $ TOTAL 6 $ The Average Hourly Rate is a weighted average based on the individual hourly rate of, and projected number of hours worked by, each time-keeper over the course of these Chapter 11 Cases.

85 Case KG Doc Filed 08/17/18 Page 1 of 2 EXHIBIT H Summary Comparison of Hours and Fees Budgeted Against Hours and Fees Billed During the Fee Period

86 Case KG Doc Filed 08/17/18 Page 2 of 2 Summary Comparison of Hours and Fees Budgeted Against Hours and Fees Billed During the Fee Period Matter No. Matter Category Hours Budgeted Hours Billed Compensation Budgeted Compensation Billed PES Bankruptcy $ 50, $ 44, TOTAL $ 50, $ 44,277.00

87 Case KG Doc Filed 08/17/18 Page 1 of 20 EXHIBIT I Detailed Description of Services Provided and Expenses Incurred During the Fee Period

88 Case KG Doc Filed 08/17/18 Page 2 of 20 Direct Billing Inquiries to: Carla Harmon carla.harmon@kattenlaw.com 575 Madison Avenue New York, NY June 6, 2018 Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Attn: John McShane, Esq. Client No Market Street Matter No th Floor Philadelphia, PA FEIN: Re: PES Bankruptcy ( ) For legal services rendered through March 31, $19, CURRENT INVOICE TOTAL: $19, Disbursements and other charges incurred which have not yet been posted as of the above date will be billed at a later date. Katten Muchin Rosenman LLP is an Illinois limited liability partnership including professional corporations that has elected to be governed by the Illinois Uniform Partnership Act (1997). Katten Muchin Rosenman UK LLP is a limited liability partnership of solicitors and Registered Foreign Lawyers registered in England and Wales.

89 Case KG Doc Filed 08/17/18 Page 3 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 6, 2018 PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Date Attorney or Assistant Description Hours 22 Mar 18 Reisman, Steven Review of objection to confirmation and follow up re 2.40 status and issue re tax claim and update on RIN transaction with EPA (1.10); review Plan and Disclosure Statement for upcoming confirmation hearing (1.30) 22 Mar 18 Foudy, Theresa Draft to clients with summary of objection to 0.50 plan (.50) 23 Mar 18 Foudy, Theresa Instruct in regards to preparation of hearing binders 0.50 and review/comments on list of materials for inclusion in same (.50) 24 Mar 18 Yager, Allison E. Draft Katten retention/substitution application Mar 18 Reisman, Steven Attend to matters re: substitution of Katten and review 0.70 documentation re: same including coordination re: retention application, board resolution (.70) 25 Mar 18 Yager, Allison E. Continue drafting Katten retention/substitution 1.70 application; review T. Foudy's comments re: same. 26 Mar 18 Yager, Allison E. Call with T. Foudy re: condition precedent to plan and 0.10 case background. 26 Mar 18 Yager, Allison E. Revise Katten retention/substitution application Mar 18 Yager, Allison E. Draft board resolutions in support of retaining Katten 0.70 as bankruptcy counsel. 26 Mar 18 Yager, Allison E. Correspondence with conflicts department re: searches 0.30 of parties in interest for Katten retention application. 26 Mar 18 Reisman, Steven Follow up re: confirmation hearing and review relevant 2.40 documentation re: hearing as well as update on same (2.40) 26 Mar 18 Foudy, Theresa Travel to Wilmington for confirmation hearing while 4.80 reviewing agenda and filings relevant to hearing (2.50); attend confirmation hearing (.80); draft summary of same for clients (.30); return travel to New York billed at half-time (1.20) 27 Mar 18 Yager, Allison E. Review conflicts information for retention application 0.50 disclosure schedules. 28 Mar 18 Yager, Allison E. Review order confirming plan and Growth Energy 0.30 motion to intervene; T. Foudy and S. Reisman re: same. 28 Mar 18 Reisman, Steven Follow up re: confirmation order, case status (.70) Mar 18 Yager, Allison E. Correspondence with conflicts department re: Katten 0.10 retention application. 30 Mar 18 Yager, Allison E. Review docket re: any objections to motion to 0.10 intervene (.10) 30 Mar 18 Yager, Allison E. Correspondence with T. Foudy and local counsel re: 0.30 retention application and committee resolutions (.10); review special committee resolutions (.20) 30 Mar 18 Reisman, Steven Update re: confirmation settlement on RIN litigation 1.10 (1.10) 30 Mar 18 Foudy, Theresa Review final, filed confirmation order, second amended plan and biofuel group's motion for standing

90 Case KG Doc Filed 08/17/18 Page 4 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 6, 2018 PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Date Attorney or Assistant Description Hours to be heard in conjunction with RINs settlement (2.30) TOTALS: SUMMARY OF PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Attorney or Assistant Hours Rate Amount Foudy, Theresa $8, Reisman, Steven , $8, Yager, Allison E $2, TOTAL: $19,

91 Case KG Doc Filed 08/17/18 Page 5 of Madison Avenue New York, NY REMITTANCE Please include this remittance advice with your payment to ensure proper account crediting Attorney: Steven Reisman Invoice No.: Client: Independent Directors of Philadelphia Energy Invoice Date: 06 Jun 18 Solutions Refining and Marketing LLC Matter: PES Bankruptcy Current Invoice Charges: $19, Wire Instructions: Reference: JP Morgan Chase Bank 1211 Avenue of the Americas, 39th Floor New York, New York ABA # Swift Code: CHASUS33 For Credit To: Katten Muchin Rosenman LLP Operating Account Account # When wiring a payment please fax a copy of the Remittance to Jean Monteforte at Please direct any billing inquiries to Carla Harmon at or carla.harmon@kattenlaw.com

92 Case KG Doc Filed 08/17/18 Page 6 of 20 Direct Billing Inquiries to: Carla Harmon carla.harmon@kattenlaw.com 575 Madison Avenue New York, NY June 6, 2018 Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Attn: John McShane, Esq. Client No Market Street Matter No th Floor Philadelphia, PA FEIN: Re: PES Bankruptcy ( ) For legal services rendered through April 30, $10, Disbursements and other charges... $73.00 CURRENT INVOICE TOTAL: $10, Disbursements and other charges incurred which have not yet been posted as of the above date will be billed at a later date. Katten Muchin Rosenman LLP is an Illinois limited liability partnership including professional corporations that has elected to be governed by the Illinois Uniform Partnership Act (1997). Katten Muchin Rosenman UK LLP is a limited liability partnership of solicitors and Registered Foreign Lawyers registered in England and Wales.

93 Case KG Doc Filed 08/17/18 Page 7 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 6, 2018 PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Date Attorney or Assistant Description Hours 02 Apr 18 Yager, Allison E. Revise Katten retention application (1.60); review 2.10 docket re: amended proposed confirmation order (.20); set up telephonic hearing access for T. Foudy (.30) 02 Apr 18 Foudy, Theresa Review amended proposed confirmation order (.20) Apr 18 Yager, Allison E. Correspondence with T. Foudy re: retention application 0.70 (.10); review docket re: involvement of certain law firms (.10); revise Katten retention application (.20); review and summarize Growth Energy objection to EPA consent decree (.30) 03 Apr 18 Foudy, Theresa Review summary of Debtors' response to Growth 0.10 Energy motion to intervene (.10) 04 Apr 18 Reisman, Steven Update re: RIN settlement and status of same including 1.90 preparation for today's hearing (1.10); update re: today's hearing on RIN settlement motion and review from T. Foudy re: same (.80) 04 Apr 18 Foudy, Theresa Telephonically appear at hearing on approval of RINs 3.80 settlement and draft summary of same for client (3.80) 05 Apr 18 Yager, Allison E. Pull, review, and summarize Debtors' reply iso U.S Motion to Approve Consent Decree (.30); summary to T. Foudy and S. Reisman re: same(.10); revise Katten retention application (.10); correspondence with T. Foudy re: retention application (.10) 05 Apr 18 Reisman, Steven Update re: consent to CRE (.20); follow up re: 0.40 retention application (.20) 09 Apr 18 Yager, Allison E. Correspond with T. Foudy and S. Reisman re: order 0.10 approving EPA settlement (.10) 17 Apr 18 Yager, Allison E. Review docket for any filings that require attention 0.10 (.10) 17 Apr 18 Foudy, Theresa Review docket update (.10) Apr 18 Yager, Allison E. Review and summarize confirmation order's provisions 0.20 re: professional fees (.20) 20 Apr 18 Reisman, Steven Review materials in preparation for Board Call and 0.40 update on matters related to Philadelphia Energy (.40) 20 Apr 18 Foudy, Theresa Review materials prepared for board call (.30); attend 0.60 to fee application (.30) 23 Apr 18 Yager, Allison E. Prepare and revise Katten retention application (.60); T. Foudy and S. Reisman re: motion to extend removal deadline (.10); correspondence with T. Foudy, S. Reisman, and J. Sieger re: retention application (.10); correspondence with T. Foudy re: May omnibus hearing date (.10) 23 Apr 18 Reisman, Steven Update re: matters related to Katten retention and 0.40 follow up re: case status (.40) 23 Apr 18 Foudy, Theresa Review update on docket filings and hearing schedule 0.10 (.10) 25 Apr 18 Yager, Allison E. Finalize Katten retention application and coordinate filing of same with local counsel (.20)

94 Case KG Doc Filed 08/17/18 Page 8 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 6, 2018 PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Date Attorney or Assistant Description Hours TOTALS: SUMMARY OF PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Attorney or Assistant Hours Rate Amount Foudy, Theresa $4, Reisman, Steven , $3, Yager, Allison E $2, TOTAL: $10,

95 Case KG Doc Filed 08/17/18 Page 9 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 6, 2018 SUMMARY OF DISBURSEMENTS Matter 00001: PES Bankruptcy Out of Town Travel $73.00 TOTAL: $73.00 MATTER TOTAL: $10,

96 Case KG Doc Filed 08/17/18 Page 10 of Madison Avenue New York, NY REMITTANCE Please include this remittance advice with your payment to ensure proper account crediting Attorney: Steven Reisman Invoice No.: Client: Independent Directors of Philadelphia Energy Invoice Date: 06 Jun 18 Solutions Refining and Marketing LLC Matter: PES Bankruptcy Current Invoice Charges: $10, Wire Instructions: Reference: JP Morgan Chase Bank 1211 Avenue of the Americas, 39th Floor New York, New York ABA # Swift Code: CHASUS33 For Credit To: Katten Muchin Rosenman LLP Operating Account Account # When wiring a payment please fax a copy of the Remittance to Jean Monteforte at Please direct any billing inquiries to Carla Harmon at or carla.harmon@kattenlaw.com

97 Case KG Doc Filed 08/17/18 Page 11 of 20 Direct Billing Inquiries to: Carla Harmon Madison Avenue New York, NY June 27, 2018 Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Attn: John McShane, Esq. Client No Market Street Matter No th Floor Philadelphia, PA FEIN: Re: PES Bankruptcy ( ) For legal services rendered through May 31, $10, Disbursements and other charges... $ CURRENT INVOICE TOTAL: $11, Disbursements and other charges incurred which have not yet been posted as of the above date will be billed at a later date. Katten Muchin Rosenman LLP is an Illinois limited liability partnership including professional corporations that has elected to be governed by the Illinois Uniform Partnership Act (1997). Katten Muchin Rosenman UK LLP is a limited liability partnership of solicitors and Registered Foreign Lawyers registered in England and Wales.

98 Case KG Doc Filed 08/17/18 Page 12 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 27, 2018 PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Date Attorney or Assistant Description Hours 02 May 18 Foudy, Theresa Review presentation materials for board meeting (.20) May 18 Yager, Allison E. Correspondence with K. TumSuden re: preparations 0.20 for hearing on Katten retention application (.20) 07 May 18 Reisman, Steven Update re: matters related to Philadelphia Energy case, 0.40 supply agreement and retention of Katten as counsel for Disinterested Directors and passing of objection deadline (.40) 07 May 18 TumSuden, Kyle Monitor the PESRM chapter 11 docket for filings 0.50 relevant to Katten's retention application and correspond with S. Reisman and T. Foudy regarding the same (.20); draft on behalf of T. Foudy to local counsel and Kirkland & Ellis LLP regarding lack of objections and next steps (.30) 08 May 18 TumSuden, Kyle Monitor PESRM chapter 11 docket for filings relevant 1.50 to Katten's retention application and confer and correspond with S. Reisman and T. Foudy regarding the same (.20); prepare and finalize a draft Certification of Counsel for filing in connection with Katten's retention application and confer and correspond with T. Foudy regarding the same (1.30) 10 May 18 Foudy, Theresa Review agenda for court hearing (.10) May 18 Foudy, Theresa Prepare for court hearing (.10); review revised agenda 0.20 canceling court hearing (.10) 11 May 18 Azrilyant, Jacob Craft hearing binder per T. Foudy for May 14, retention application hearing (.40) 14 May 18 Yager, Allison E. Correspondence with K. TumSuden re: case status 0.20 (.20) 14 May 18 Reisman, Steven Attend to review of documentation re: PESRM, 1.30 matters for upcoming hearing, matters for upcoming disinterested directors meeting and update re: intermediation agreement and issues with respect to same (1.30) 14 May 18 Foudy, Theresa Review and respond to s regarding scheduling of 0.10 board call (.10) 14 May 18 TumSuden, Kyle Correspond with A. Yager regarding PES Holdings, 0.30 Inc. chapter 11 cases, generally, and outstanding action items (.20); follow up re: same (.10) 17 May 18 Reisman, Steven Review presentation for Board of Directors conference 1.10 call as well as participate in board call re: update on matters related to intermediation agreement and status of matters with respect to same (1.10) 17 May 18 Foudy, Theresa Review presentation for board call (.20); participate in 0.80 board call and send summary of same to clients (.50); review docket update (.10) 17 May 18 Borenstein, Evan Board call re Intermediation Agreement (.50) May 18 Reisman, Steven Follow up re: issues related to board authorizations as well as review of commitment letter in connection with proposed intermediation agreement and follow up with

99 Case KG Doc Filed 08/17/18 Page 13 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 27, 2018 PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Date Attorney or Assistant Description Hours T. Foudy re: same (.70) 18 May 18 Foudy, Theresa Review board authorizations sent to directors, with 1.00 attached commitment letter and documentation of proposed intermediation agreement (1.00) 18 May 18 TumSuden, Kyle Monitor the PES Holdings chapter 11 cases docket and 0.50 provide the internal Katten team a summary of all relevant filings, including the Order Extending the Period to Remove Actions Pursuant to the Bankruptcy Code and Federal Rules of Bankruptcy Procedure, the Order Authorizing the Retention and Employment of Katten, and certain monthly fee applications (.50) 21 May 18 Yager, Allison E. Review fee application requirements per interim 0.20 compensation order (.20) 22 May 18 Yager, Allison E. Draft Katten March and April monthly fee statement 1.30 (1.30) 22 May 18 Yager, Allison E. Analyze requirements for fee statements and interim 0.30 fee applications pursuant to interim compensation order and confirmation order (.30) 25 May 18 Yager, Allison E. Draft monthly fee statement (.20) May 18 TumSuden, Kyle Monitor the PES Holdings, LLC, et al. chapter docket throughout the week and provide the internal- Katten team with a summary of relevant filings, including, without limitation, a variety of fee applications and certificates of no objection regarding the same (.50); pull, review, and circulate to S. Reisman certain of the fee applications (.20) 31 May 18 Yager, Allison E. Revise Katten's first monthly fee statement (.10) May 18 Foudy, Theresa Review and provide comments to first monthly billing 1.00 statement (.30); review motion to amend plan, corresponding pleadings, and second amended plan supplement (.70) TOTALS: SUMMARY OF PROFESSIONAL SERVICES Matter 00001: PES Bankruptcy Attorney or Assistant Hours Rate Amount Azrilyant, Jacob $ Borenstein, Evan $ Foudy, Theresa $3, Reisman, Steven , $4, TumSuden, Kyle $1, Yager, Allison E $1, TOTAL: $10,

100 Case KG Doc Filed 08/17/18 Page 14 of 20 Client: Independent Directors of Philadelphia Energy Solutions Refining and Marketing LLC Invoice No Invoice Date: June 27, 2018 DISBURSEMENTS Matter 00001: PES Bankruptcy Date Description Amount 11 May 18 INVOICE#: /11/2018 Court Call charges for PES Holdings Court Call charges for PES Holdings Date Incurred: 04/04/18 TOTAL: $ MATTER TOTAL: $11,

101 Case KG Doc Filed 08/17/18 Page 15 of Madison Avenue New York, NY REMITTANCE Please include this remittance advice with your payment to ensure proper account crediting Attorney: Steven Reisman Invoice No.: Client: Independent Directors of Philadelphia Energy Invoice Date: 27 Jun 18 Solutions Refining and Marketing LLC Matter: PES Bankruptcy Current Invoice Charges: $11, PREVIOUS BALANCE DUE: Invoice Date Invoice No. Matter Invoice Total Current Balance 22 Jun , , Jun , , TOTAL OUTSTANDING BALANCE : $30, TOTAL BALANCE DUE: $41, Wire Instructions: Reference: JP Morgan Chase Bank 1211 Avenue of the Americas, 39th Floor New York, New York ABA # Swift Code: CHASUS33 For Credit To: Katten Muchin Rosenman LLP Operating Account Account # When wiring a payment please fax a copy of the Remittance to Jean Monteforte at Please direct any billing inquiries to Carla Harmon at or carla.harmon@kattenlaw.com