Case BLS Doc 181 Filed 12/29/17 Page 1 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case BLS Doc 181 Filed 12/29/17 Page 1 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : ExGen Texas Power, LLC, et al., 1 : Case No (BLS) : Debtors. : (Jointly Administered) : : Obj. Deadline: January 18, 2018 at 4:00 p.m. (ET) x FIRST MONTHLY APPLICATION OF RICHARDS, LAYTON & FINGER, P.A. FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 7, 2017 THROUGH NOVEMBER 30, 2017 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Richards, Layton & Finger, P.A. the above-captioned debtors and debtors in possession December 11, 2017 nunc pro tunc to November 7, 2017 Period for which compensation and reimbursement are sought: November 7, 2017 through November 30, 2017 Amount of Compensation sought as actual, reasonable, and necessary: $321, (80% of $401,489.50) Amount of Expense Reimbursement sought as actual, reasonable, and necessary: $9, This is a(n): X monthly interim final application Prior Applications Filed: None 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is: 1310 Point Street, Baltimore, MD RLF v.1

2 Case BLS Doc 181 Filed 12/29/17 Page 2 of 19 COMPENSATION BY PROFESSIONAL 2 NOVEMBER 7, 2017 THROUGH NOVEMBER 30, 2017 Name of Professional Individual Daniel J. DeFranceschi Paul N. Heath Marcos A. Ramos Mark A. Kurtz Zachary I. Shapiro Joseph C. Barsalona II Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice, department (if other than Bankruptcy) Joined firm as associate in Director in Member of DE Bar since Joined firm as associate in Director in Member of DE Bar since Joined firm as associate in Director in Member of NY Bar since Member of CA Bar since Member of MD Bar since Member of DE Bar since Joined firm as associate in Director in Member of DE Bar since Business Department. Joined firm as associate in Counsel in Member of DE Bar since Joined firm as associate in Member of NJ Bar since Member of NY Bar since Member of DE Bar since Hourly Billing Rate (including changes) Total Hours Billed Total Compensation $ $80, $ $56, $ $10, $ $15, $ $91, $ $44, All professionals are members of the firm s Corporate Restructuring and Bankruptcy Department unless otherwise noted. RLF v.1 2

3 Case BLS Doc 181 Filed 12/29/17 Page 3 of 19 Name of Professional Individual Brett M. Haywood Jake M. Crosetto Kristen A. Macher Christopher J. Harrelson Christopher M. De Lillo David T. Queroli Megan E. Kenney Travis J. Cuomo Allison C. Munter Christian A. Truman Ann Jerominski Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice, department (if other than Bankruptcy) Joined firm as associate in Member of MA Bar since Member of DE Bar since Joined firm as associate in Member of DE Bar since Business Department. Joined firm as associate in Member of DE Bar since Business Department. Joined firm as associate in Member of DE Bar since Business Department. Joined firm as associate in Member of DE Bar since Joined firm as associate in Member of DE Bar since Joined firm as associate in Member of DE Bar since Joined firm as associate in Joined firm as associate in Member of DE Bar since Business Department. Joined firm as associate in Business Department. Paralegal since Joined firm in Hourly Billing Rate (including changes) Total Hours Billed Total Compensation $ $ $ $7, $ $10, $ $ $ $25, $ $21, $ $16, $ $3, $ $ $ $2, $ $11, RLF v.1 3

4 Case BLS Doc 181 Filed 12/29/17 Page 4 of 19 Name of Professional Individual Barbara J. Witters Rebecca V. Speaker M. Lynzy McGee Cynthia S. McMenamin Tesia S. Smith Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice, department (if other than Bankruptcy) Paralegal since Joined firm in Paralegal since Joined firm in Paralegal since Joined firm in Paralegal since Joined firm in Case Management Assistant since Joined firm in Hourly Billing Rate (including changes) Total Hours Billed Total Compensation $ $ $ $ $ $ $ $1, $ TOTAL $401, Grand Total $401, Attorney Compensation $386, Total Attorney Hours Attorney Blended Rate $ RLF v.1 4

5 Case BLS Doc 181 Filed 12/29/17 Page 5 of 19 COMPENSATION BY PROJECT CATEGORY NOVEMBER 7, 2017 THROUGH NOVEMBER 30, 2017 Project Category Total Hours Total Fees Case Administration (A) 46.3 $22, Creditor Inquiries (B) 0.5 $ Meetings (C) 33.9 $18, Executory Contracts/Unexpired Leases (D) 18.6 $10, Automatic Stay/Adequate Protection (E) 51.0 $22, Plan of Re-Organization/Disclosure Statement (F) 71.3 $37, Use, Sale, Lease of Assets (G) 91.1 $47, Cash Collateral/DIP Financing (H) 30.5 $12, Claims Administration (I) 99.6 $47, Court Hearings (J) $52, General Corporate/Real Estate (K) 64.7 $27, Schedules/SOFA/U.S. Trustee Reports (L) 39.0 $17, Employee Issues (M) 0.0 $0.00 Environmental (N) 0.0 $0.00 Tax Issues (O) 10.5 $4, Litigation/Adversary Proceedings (P) 16.6 $10, RL&F Retention (Q-1) 20.2 $9, Retention of Others (Q-2) 72.6 $33, RL&F Fee Applications (R-1) 4.3 $1, Fee Applications of Others (R-2) 7.6 $3, Vendor/Supplies (S) 33.2 $19, Non-Working Travel (T) 0.0 $0.00 Utilities (U) 3.6 $1, Insurance (V) 0.0 $0.00 TOTAL $401, RLF v.1 5

6 Case BLS Doc 181 Filed 12/29/17 Page 6 of 19 EXPENSE SUMMARY NOVEMBER 7, 2017 THROUGH NOVEMBER 30, 2017 Expense Category Service Provider (if applicable) Total Expenses Facsimile $0.00 Conference Calling $ Data Hosting $0.00 Long Distance Telephone $16.64 In-House Reproduction (Duplication/Printing) Duplicating: $.10 pg. Printing: $.10 pg. $1, Outside Reproduction $0.00 Legal Research Bloomberg, Westlaw $3, Filing/Court Fees $0.00 Court Reporting $ Travel Expenses $0.00 Inside Courier & Expense Carriers Outside Courier & Expense Carriers $0.00 Blue Marble $ Postage $0.00 Binding $15.00 Business Meals See attached meal detail $2, Document Retrieval $ Record Retrieval $0.00 Professional Services $95.00 Overtime See attached overtime detail $ Room Rental DoubleTree for formation meeting on November 16, 2017 $1, Stationery Supplies $0.00 TOTAL $9, RLF v.1 6

7 Case BLS Doc 181 Filed 12/29/17 Page 7 of 19 BUSINESS MEAL DETAIL Date Provider Meal & Number of people Description 11/7/2017 Manhattan Bagel Breakfast for 10 Filing of first day pleadings and preparation for first day hearing 11/7/2017 Sherm s Lunch for 10 Filing of first day pleadings and preparation for first day hearing 11/7/2017 Harry s Seafood Grill Amount $ $ Dinner for 10 Preparation for first day hearing $ /8/2017 Manhattan Bagel Breakfast for 25 First day hearing $ /8/2017 Plum Bistro Lunch for 25 First day hearing $ /13/2017 Iron Hill Dinner for 1 Revise second day motions $ /15/2017 Mikimotos Dinner for 3 Revise retention applications; Research and analysis of automatic stay issues; Draft third-party releases memorandum $ /16/2017 Manhattan Bagel Breakfast for 6 Formation meeting $ /16/2017 Sandwich Armada Lunch for 6 Formation meeting $ /20/2017 Iron Hill Dinner for 1 Revise second day motions $ /21/2017 Iron Hill Dinner for 1 Revise solicitation procedures motion 11/30/2017 Washington Street Ale House Dinner for 1 Review & revise cure exhibit and sale notices $54.83 $24.23 TOTAL $2, OVERTIME DETAIL Date Name Description Total 11/7/17 Carol Borris Assist with filing chapter 11 petitions and first $ day motions 11/7/17 Lesley Morris Assist with filing chapter 11 petitions and first $ day motions; Assist with preparation for first day hearing TOTAL $ RLF v.1 7

8 Case BLS Doc 181 Filed 12/29/17 Page 8 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : ExGen Texas Power, LLC, et al., 1 : Case No (BLS) : Debtors. : (Jointly Administered) : : Obj. Deadline: January 18, 2018 at 4:00 p.m. (ET) x FIRST MONTHLY APPLICATION OF RICHARDS, LAYTON & FINGER, P.A. FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 7, 2017 THROUGH NOVEMBER 30, 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 (the Bankruptcy Rules ), Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated December 13, 2017 [Docket No. 152] (the Interim Compensation Order ), Richards, Layton & Finger, P.A. ( RL&F ) hereby files this First Monthly Application of Richards, Layton & Finger, P.A. for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Period from November 7, 2017 through November 30, 2017 (the Application ). By the Application, RL&F seeks a monthly allowance pursuant to the Interim Compensation Order with respect to 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is: 1310 Point Street, Baltimore, MD RLF v.1

9 Case BLS Doc 181 Filed 12/29/17 Page 9 of 19 the sums of $401, as compensation and $9, for reimbursement of actual and necessary expenses, for a total of $411, for the period from November 7, 2017 through and including November 30, 2017 (the Compensation Period ). In support of this Application, RL&F respectfully represents as follows: Background 1. On November 7, 2017 (the Petition Date ), the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 2. RL&F was retained effective as of the Petition Date by this Court s order, dated December 11, 2017 [Docket No. 143] (the Retention Order ). The Retention Order authorized RL&F to be compensated on an hourly basis and to be reimbursed for actual and necessary outof-pocket expenses. Compensation Paid and Its Source 3. All services for which compensation is requested by RL&F were performed for or on behalf of the Debtors. 4. Except to the extent of the retainer paid to RL&F as described in the application seeking approval of RL&F s employment by the Debtors, during the period covered by this Application, RL&F has received no payment and no promises for payment from any source 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 RL&F and any other person for the sharing of compensation to be received for services rendered in these cases. RLF v.1 2

10 Case BLS Doc 181 Filed 12/29/17 Page 10 of 19 Fee Statements 5. The fee statement for the Compensation Period is attached hereto as Exhibit A. This statement contains daily time logs describing the time spent by each attorney and paraprofessional for this period. To the best of RL&F s knowledge, this Application complies with Sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, the Guidelines adopted by the Office of the United States Trustee, Local Rule , and the Interim Compensation Order. Actual and Necessary Expenses 6. A summary of actual and necessary expenses and daily logs of expenses incurred by RL&F during the Compensation Period is attached hereto as Exhibit B. RL&F charges all of its bankruptcy clients $0.10 per page for photocopying expenses and $0.10 per page for printing jobs. Actual long-distance carrier charges for outgoing facsimile transmissions are reflected in the long-distance telephone charges. 7. Regarding providers of on-line legal research (e.g., WESTLAW), RL&F charges all of its clients the standard usage rates these providers charge, which, due to contractual flat fees, may not always equal RL&F s actual cost. RL&F currently is under contract to pay these providers a flat fee every month. Charging its clients the on-line providers standard usage rates allows RL&F to cover adequately the monthly flat fees it must pay to these types of providers. 8. RL&F believes the foregoing rates are the market rates that the majority of law firms charges clients for such services. In addition, RL&F 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. RLF v.1 3

11 Case BLS Doc 181 Filed 12/29/17 Page 11 of 19 Summary of Services Rendered 9. The directors, counsel and associates of RL&F who have rendered professional services in these cases are as follows: Daniel J. DeFranceschi, Paul N. Heath, Marcos A. Ramos, Mark A. Kurtz, Zachary I. Shapiro, Joseph C. Barsalona II, Brett M. Haywood, Jake M. Crosetto, Kristen A. Macher, Christopher J. Harrelson, Christopher M. De Lillo, David T. Queroli, Megan E. Kenney, Travis J. Cuomo, Allison C. Munter and Christian A. Truman. The paraprofessionals of RL&F who have provided service to these attorneys in these cases are as follows: Ann Jerominski, Barbara J. Witters, Rebecca V. Speaker, M. Lynzy McGee, Cynthia S. McMenamin and Tesia S. Smith. 10. RL&F, by and through the above-named persons, has prepared and/or assisted in the preparation of various applications and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with these cases, and has performed all necessary professional services which are described and narrated in detail hereinafter. Summary of Services By Project 11. The services rendered by RL&F during the Compensation Period can be grouped into the categories set forth below. These categories are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. The attorneys and paraprofessionals who rendered services relating to each category are identified, along with the number of hours for each individual and the total compensation sought for each category, in Exhibit A attached hereto. A. Case Administration/Miscellaneous Matters Fees: $22, Total Hours: 46.3 RLF v.1 4

12 Case BLS Doc 181 Filed 12/29/17 Page 12 of 19 This category includes all matters related to filing documents with the Court, service thereof, maintenance of calendars, communications with the United States Trustee (the U.S. Trustee ), review of work in process reports, review of notices of appearance and maintaining service lists. B. Creditor Inquiries Fees: $ Total Hours: 0.5 This category includes all matters related to responding to creditor inquiries. C. Meetings Fees: $18, Total Hours: 33.9 This category includes all matters related to preparing for and attending meetings with Debtors, individual creditors, the U.S. Trustee, and the Debtors other professionals. D. Executory Contracts/Unexpired Leases Fees: $10, Total Hours: 18.6 This category includes all matters related to contract and lease analysis and matters related to assumption, assignment or rejection of executory contracts and unexpired leases. E. Automatic Stay/Adequate Protection Fees: $22, Total Hours: 51.0 This category includes all matters related to and including all motions to modify the automatic stay, issues related to the effect of the automatic stay or pending matters, and all other types of actions where adequate protection is the central issue. F. Plan of Reorganization/Disclosure Statement Fees: $37, Total Hours: 71.3 RLF v.1 5

13 Case BLS Doc 181 Filed 12/29/17 Page 13 of 19 This category includes all matters related to review, formulation, negotiation, preparation and promulgation of plans of reorganization, disclosure statements, and related corporate documentation and research relating thereto. G. Use, Sale, Lease of Assets Fees: $47, Total Hours: 91.1 This category includes all matters relating to acquisitions, dispositions and other postpetition uses of property of the estate. H. Cash Collateral/DIP Financing Fees: $12, Total Hours: 30.5 This category includes all matters relating to negotiation and documentation of Debtors in possession financing and post-confirmation financing, all cash collateral issues and related pleadings. I. Claims Administration Fees: $47, Total Hours: 99.6 This category includes all matters related to and including claims administration matters and bar date matters, including claims objections and related contested matters. J. Court Hearings Fees: $52, Total Hours: This category includes all matters related to preparation for and attendance at court hearings. K. General Corporate/Real Estate Fees: $27, Total Hours: 64.7 This category includes all matters relating to transactional, corporate governance RLF v.1 6

14 Case BLS Doc 181 Filed 12/29/17 Page 14 of 19 and related matters involving the Debtors business operations that are not part of a plan of reorganization or disclosure statement. L. Schedules/SOFA/U.S. Trustee Reports Fees: $17, Total Hours: 39.0 This category includes preparation of schedules and amendments, statements of financial affairs and amendments, operating reports and other reports required by the U.S. Trustee or the Bankruptcy Court. M. Employee Issues Fees: $0.00 Total Hours: 0.0 This category includes all matters related to employee wages, benefits, collective bargaining issues, other employee relations matters, ERISA, and retirement benefits. N. Environmental Fees: $0.00 Total Hours: 0.0 This category includes all environmental matters, other than environmental aspects of the plan of reorganization. O. Tax Issues Fees: $4, Total Hours: 10.5 This category includes all federal and state income, property, employment, excise and other tax matters, other than the tax aspects of the plan of reorganization. P. Litigation/Adversary Proceedings Fees: $10, Total Hours: 16.6 This category includes all matters related to litigation and adversary proceedings. Q-1. RL&F Retention RLF v.1 7

15 Case BLS Doc 181 Filed 12/29/17 Page 15 of 19 Fees: $9, Total Hours: 20.2 This category includes all matters related to preparing applications to retain RL&F and supplements thereto. Q-2. Retention of Others Fees: $33, Total Hours: 72.6 This category includes time spent reviewing applications for retention of other professionals, objecting to the retention of other professionals and assisting other professionals with preparing and filing retention applications. R-1. RL&F Fee Applications Fees: $1, Total Hours: 4.3 This category includes all time spent preparing, reviewing, filing and circulating monthly invoices and fee applications for RL&F. R-2. Fee Applications of Others Fees: $3, Total Hours: 7.6 This category includes time spent reviewing invoices or applications of other professionals, objecting to fees of other professionals and assisting other professionals with filing and circulating monthly invoices and applications. S. Vendor/Suppliers Fees: $19, Total Hours: 33.2 This category includes all matters related to vendors and suppliers, including reclamation issues. T. Non-Working Travel Fees: $0.00 Total Hours: 0.0 RLF v.1 8

16 Case BLS Doc 181 Filed 12/29/17 Page 16 of 19 This category includes all travel time not otherwise chargeable. U. Utilities Fees: $1, Total Hours: 3.6 This category includes all matters related to utility issues. V. Insurance Fees: $0.00 Total Hours: 0.0 This category includes all matters related to insurance policies or coverage. Valuation of Services 12. Attorneys and paraprofessionals of RL&F have expended a total of hours in connection with this matter during the Compensation Period, as follows: ATTORNEYS HOURS HOURLY RATE Daniel J. DeFranceschi 98.1 $825 Paul N. Heath 77.3 $725 Marcos A. Ramos 15.9 $660 Mark A. Kurtz 25.6 $600 Zachary I. Shapiro $560 Joseph C. Barsalona II $410 Brett M. Haywood 0.4 $385 Jake M. Crosetto 21.3 $370 Kristen A. Macher 30.0 $350 Christopher J. Harrelson 0.6 $320 Christopher M. De Lillo 80.8 $320 David T. Queroli 67.0 $320 Megan E. Kenney 51.4 $320 Travis J. Cuomo 12.0 $295 Allison C. Munter 0.5 $295 Christian A. Truman 7.0 $295 RLF v.1 9

17 Case BLS Doc 181 Filed 12/29/17 Page 17 of 19 PARAPROFESSIONALS HOURS HOURLY RATE Ann Jerominski 45.8 $250 Barbara J. Witters 1.4 $250 Rebecca V. Speaker 0.8 $250 M. Lynzy McGee 3.8 $250 Cynthia S. McMenamin 7.9 $250 Tesia S. Smith 1.0 $135 The nature of the work performed by these persons is fully set forth in Exhibit A attached hereto. These are RL&F s normal hourly rates for work of this character. The reasonable value of the services rendered by RL&F to the Debtors during the Compensation Period is $401, In accordance with the factors enumerated in Section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by RL&F is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. Moreover, RL&F has reviewed the requirements of Local Rule and believes that this Application complies with that Rule. RLF v.1 10

18 Case BLS Doc 181 Filed 12/29/17 Page 18 of 19 WHEREFORE, RL&F respectfully requests that the Court authorize that for the Compensation Period, an allowance be made to RL&F pursuant to the terms of the Interim Compensation Order, with respect to the sum of $401, as compensation for necessary professional services rendered (80% of which equals $321,191.60), and the sum of $9, as 100% reimbursement of actual necessary costs and expenses, for a total of $411, and that such sums be authorized for payment and for such other and further relief as this Court may deem just and proper. Dated: December 29, 2017 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Zachary I. Shapiro Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Joseph C. Barsalona II (No. 6102) One Rodney Square 920 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) defranceschi@rlf.com heath@rlf.com shapiro@rlf.com barsalona@rlf.com Counsel to the Debtors and Debtors in Possession RLF v.1 11

19 Case BLS Doc 181 Filed 12/29/17 Page 19 of 19 CERTIFICATION OF COMPLIANCE WITH DEL. BANKR. L.R I, Zachary I. Shapiro, on this 29 th day of December, 2017, certifies as follows: a) I am Counsel with the applicant firm, Richards, Layton & Finger, P.A. ( RL&F ), and have been admitted to appear before this Court. b) I have personally performed many of the legal services rendered by RL&F, as counsel to the Debtors, and am thoroughly familiar with the other work performed on behalf of the Debtors by the lawyers and other professionals of RL&F. 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. Bankr. L.R , and submit that the Application substantially complies with such rule. /s/ Zachary I. Shapiro Zachary I. Shapiro (No. 5103) RLF v.1

20 Case BLS Doc Filed 12/29/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : ExGen Texas Power, LLC, et al., 1 : Case No (BLS) : Debtors. : (Jointly Administered) : : Obj. Deadline: January 18, 2018 at 4:00 p.m. (ET) x NOTICE OF FEE APPLICATION PLEASE TAKE NOTICE that Richards, Layton & Finger, P.A. (the Applicant ) has today filed the attached First Monthly Application of Richards, Layton & Finger, P.A. for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Period from November 7, 2017 through November 30, 2017 (the Application ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 152] (the Interim Compensation Order ) and must be filed with the Clerk of the Bankruptcy Court and be served upon (i) the abovecaptioned debtors (the Debtors ), c/o FTI Consulting Inc., 1001 Fannin Street, Suite 3950, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: ExGen Texas Power, LLC (4129), ExGen Texas Power Holdings, LLC (2209), Wolf Hollow I Power, LLC (6945), Colorado Bend I Power, LLC (9083), Handley Power, LLC (4091), Mountain Creek Power, LLC (6288), and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is: 1310 Point Street, Baltimore, MD RLF v.1

21 Case BLS Doc Filed 12/29/17 Page 2 of 3 Houston, Texas 77002, (Attn: David Rush); (ii) counsel to the Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware (Attn: Daniel J. DeFranceschi, Esq. and Paul N. Heath, Esq.); (iii) the Office of the United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware (Attn: Benjamin A. Hackman, Esq. and Richard Schepacarter, Esq.); (iv) counsel to the Ad Hoc Committee, Wachtell, Lipton, Rosen & Katz, 51 W. 52 nd Street, New York, New York (Attn: Scott K. Charles, Esq. and Neil M. Snyder, Esq.); (v) counsel to the Secured Agent, Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, New York, New York (Attn: Louis R. Strubeck, Jr., Esq.); and (vi) counsel to ExGen, DLA Piper LLP (US), 444 West Lake Street, Suite 900, Chicago, Illinois (Attn: Richard A. Chesley, Esq. and Daniel Simon, Esq.) so as to be received by no later than January 18, 2018 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections to the Application are filed, served and received prior to the Objection Deadline, the Applicant may file a certification of no objection with the Bankruptcy Court, after which the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant an amount equal to 80% of the fees and 100% of the expenses requested in its Application without the need for further order of the Bankruptcy Court. RLF v.1 2

22 Case BLS Doc Filed 12/29/17 Page 3 of 3 PLEASE TAKE FURTHER NOTICE that if an objection to the Application is filed, served and received prior to the Objection Deadline, the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant 80% of the fees and 100% of the expenses requested in the Application not subject to such objection without the need for further order of the Bankruptcy Court. Dated: December 29, 2017 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Zachary I. Shapiro Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Joseph C. Barsalona II (No. 6102) One Rodney Square 920 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) defranceschi@rlf.com heath@rlf.com shapiro@rlf.com barsalona@rlf.com Counsel to the Debtors and Debtors in Possession RLF v.1 3

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