Case KJC Doc 626 Filed 06/28/18 Page 1 of 10

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1 Case KJC Doc 626 Filed 06/28/18 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC.,1 Case No (KJC) Debtor. LIQUIDATING TRUSTEE' S FOURTH MOTION FOR ENTRY OF` Al~T OI~DEFZ FUIZ'I'IiEit EXTEIiTI}I1~iG THE 1~E~0I) WY~IiI1~T WHICH IT MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C AND RULE 9027 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE Suzanne B. Roski, in her capacity as liquidating trustee (the "Liquidating Trustee") of the liquidating trust for AEI Winddown, Inc., the debtor in the above-captioned case (the "Debtor"), hereby moves this Court pursuant to section 1452 of title 28 of the United States Code (the "Judicial Code") and Rules 9006(b) and 9027 of the Federal Rules of Bankruptcy Procedure (the "Bankruptc~ules") for entry of an order, substantially in the form attached hereto as Exhibit A, further extending the period within which the Debtor may remove actions, pursuant to 28 U.S.C. 1452, through and including December 28, 2018, without prejudice to the Debtor's right to seek further extensions. In support of this motion, the Debtor respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. sections 157 and This is a core proceeding pursuant to 28 U.S.C. section 157(b). Venue for this matter is proper in this district pursuant to 28 U.S.C. sections 1408 and 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/lc/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS D~: /001.

2 Case KJC Doc 626 Filed 06/28/18 Page 2 of 10 BACKGROUND 2. On March 8, 2017 (the "Petition Date"),the Debtor filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On March 31, 2017, the Office of the United States Trustee appointed a committee of unsecured creditors (the "Committee") in this case. 3. Prior to the sale of substantially all of its assets, the Debtor manufactured saltwater batteries with a proprietary, environmentally-friendly electrochemical design. Based in Pittsburgh, the Debtor was founded in 2008 and had its first commercial product launch in The Debtor's products included battery stacks, modules and monitoring systems. More than 55 global dealers and distributors sold the Debtor's products directly to end users and other customers that incorporate the batteries into third party systems and equipment such as inverters, controls, solar/wind generators, gensets, racking, and enclosures. 4. The factual background regarding the Debtor, including its historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the Declaration of Suzanne Roski, Chief RestNuctuNing Officer, in SasppoNt of First Day Motions (the "First Dav Declaration") and is fully incorporated herein by reference. 5. On May 24, 2017, the Debtor filed the Motion for Entry of an ONde~ (I)(A) Authorizing Entry Into the Asset Purchase Agreerrzent with Respect to the Sale of Substantially All of the Debtor's Assets, (B) AppNoving Bid PNocedu~es for the Sale of Substantially All of the Assets of DebtoN, (C) Scheduling an Auction and Nearing to ConsideN the Sale and Approve the Foam and Manner of Notices Related Thereto, (D) Establishing PNocedures Relating to the. Assumption and Assignment of Certain ContNacts and Leases, Including Notice of PNoposed Cure Amounts, (E) Approving Certain Breakup Fee PNovisions; (II) Authorizing and Approving (A) the Sale of Certain Assets Free and Clem of All Liens, DOCS DE /001-2-

3 Case KJC Doc 626 Filed 06/28/18 Page 3 of 10 Claims, Encumbrances and Interests and (B) the Assumption and Assignment of Certain Contracts and Leases; and (III) GNanting Related Relief [Docket No. 168]. Following an auction conducted on June 20, 2017, Juline-Titans LLC (the "Successful Bidder") was deemed to have submitted the highest and best offer for substantially all of the Debtor's assets. The final sale price was $9,164,000, which was approximately three times greater than the stalking horse bid. On June 21, 2017, the Bankruptcy Court entered an order approving the sale [Docket No. 248] (the "Sale Order"). The sale closed on July 14, On June 19, 2017, the Court entered the ONdeN Extending Period Within Which the Debtor may Remove Actions Pursuant to 28 U.S. C. ~ 1452 and Rzrle 9027 of the FedeNal Rules of Bankruptcy Procedure [Docket No. 238]. 7. On August 16, 2017, the Court entered the ONde~^ (I) Establishing I3ar Dates fog Filing Claims and (II) Approving the FoNm and Manner of Notzce Thereof [Docket No. 315] (the"bar Date Order"). The Bar Date Order set the general bar date, the governmental bar date, and the first administrative bar date as September 29, 2017 at 5:00 p.m. (ET). On November 6, 2017, the Court entered the Second OrdeN Further Extending the Period Within Whzch the DebtoN may Remove Actions Pursuant to 28 U.S.C. ~ 1452 and Rule 9027 of the Federal Rules of Bankruptcy PNoceduNe [Docket No. 411 ]. 9. On December 19, 2017, the Count entered the ONde~ Granting Final AppNoval of the DisclosuNe Statement and Confirming DebtoN's Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 484 (the "Confirmation Order"). The Confirmation Order appointed Suzanne B. Roski as the Liquidating Trustee of the Liquidating Trust, which will be formed on the Effective Date (as defined in Plan of Liquidation Pursuant to DOCS D~ /001-3-

4 Case KJC Doc 626 Filed 06/28/18 Page 4 of 10 Chapter 11 of the BankNuptcy Code (the "Plan") attached as Exhibit A to the Confirmation Order). The Effective Date occurred on February 22, On January 19, 2018, the Court entered the ThiNd ONde~ Further Extending the PeNiod Wzthin Which the Debtor may Remove Actions PuNsuant to 28 U.S. C. ~ 1452 and Rule 9027 of the FedeNal Rules of Bankruptcy ProceduNe [Docket No. 513] (the"third Removal Extension Order"), which extended the period within which the Debtor (or Liquidating Trustee, as applicable) may remove actions, pursuant to pursuant to 28 U.S.C. 1452, through and including June 29, 2018 (the "Current Deadline"). THE ACTIONS 11. The Debtor is a party to at least one civil lawsuit and proceeding, and the Liquidating Trustee is currently evaluating whether it may seek to remove this action (the "Action" and collectively with other potential actions, the "Actions"). The Liquidating Trustee's decision regarding whether to seek removal of any particular Action depends on a number of factors, including: (a) the importance of the Action to the expeditious resolution of these chapter 11 cases; (b) the time required to complete the Action in its current venue; (c) the presence of federal subject matter jurisdiction in the proceeding that may allow for one or more aspects thereof to be heard by a federal court; (d) the relationship between the Action and matters to be addressed in connection with the Plan and the claims allowance process; and (e) the progress made to date in the Action. To make the appropriate determination, the Liquidating Trustee must analyze each Action in light of such factors. The Liquidating Trustee will continue to analyze the Actions, as well as any filed proofs of claim, to determine whether the Liquidating Trustee will seek to remove any Actions. Consequently, the Liquidating Trustee is not yet prepared to decide which, if any, Actions she will seek to remove. DOCS DE: /001-4-

5 Case KJC Doc 626 Filed 06/28/18 Page 5 of 10 RELIEF REQUESTED 12. By this motion, the Liquidating Trustee seeks entry of an order, pursuant to Rule 9006(b) of the Bankruptcy Rules, further extending the time by which the Liquidating Trustee may file notices of removal through and including December 28, 2018, with respect to any proceedings that are eligible for removal under section 1452 of the Judicial Code, to the extent that the time period for filing any such notices of removal expires on June 29, The Liquidating Trustee requests that the proposed December 28, 2018, deadline to file removal actions apply to all matters specified in Bankruptcy Rules 9027(a)(2) and (3). BASIS FOR RELIEF 13. Section 1452 of the Judicial Code provides for the removal of pending civil claims with respect to which the district courts have jurisdiction under section 1334 of the Judicial Code. Section 1452 provides in pertinent part as follows: (a) (b) A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. The court to which such claim or cause of action is removed may remand such claim or cause of action on any equitable ground. An order entered under this subsection remanding a claim or cause of action, or a decision to not remand, is not reviewable by appeal or otherwise U.S.C Pursuant to Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the filing of this motion prior to the Current Deadline serves to extend automatically the Current Deadline until such time as the Court rules on this Motion. See Del. Bankr, LR DOCS DE /001-5-

6 Case KJC Doc 626 Filed 06/28/18 Page 6 of Bankruptcy Rule 9027 establishes the deadline for filing notices of removal of claims or causes of action. Bankruptcy Rule 9027(a)(2) provides in pertinent part as follows: If the claim or cause of action in a civil action is pending when a case under the [Bankruptcy] Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the [Bankruptcy] Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under 362 of the [Bankruptcy] Cody, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. Fed. R. Bankr. P. 9027(a)(2). With respect to postpetition actions, Bankruptcy Rule 9027(a)(3) provides that a notice of removal may be filed: only within the shorter of (A) 30 days after receipt, through service or otherwise, of a copy of the initial pleading setting forth the claim or cause of action sought to be removed or (B) 30 days after receipt of the summons if the initial pleading has been filed with the court but not served with the summons. Fed. R. Bankr. P. 9027(a)(3). 15. Finally, Bankruptcy Rule 9006(b)(1) provides that the Court can extend unexpired time periods, including the removal period in Bankruptcy Rule 9027, without notice, upon a showing of cause: [~~]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion...with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order.... Fed. R. Bankr. P. 9006(b)(1). 16. It is well settled that this Court is authorized to extend the removal periods provided under Bankruptcy Rule See, e.g., Pacor, Inc. v. Hig>gins, 743 F.2d 984, 996 n.17 DOCS DE /001-6-

7 Case KJC Doc 626 Filed 06/28/18 Page 7 of 10 (3d Cir. 1984) (stating that under Bankruptcy Rule 9006(b), "it is clear that the court may grant such an extension [of time to remove]"), effectively overnuled in pant on othen grounds by Things Remembered, Inc. v. PetNarca, 516 U.S. 124 (1995); Caperton v. A.T. Massey Coal Co., 251 B.R. 322, 325 (S.D. W.Va. 2000) (explaining that Bankruptcy Rule 9006(b) allows a court to enlarge the time period for removing actions under Bankruptcy Rule 9027(a)(3)); In re Lawrence, 233 B.R. 248, (N.D.N.Y. 1999) (stating that Bankruptcy Rule 9006 can be used to extend the time for removal of state court litigation to federal court); Jandous Elec. Const~. Copp. v. City of New York (In re Jandous Elec. ConstN. Copp.), 106 B.R. 48, 50 (Bankr. S.D.N.Y. 1989) (stating that the removal period may be extended under Bankruptcy Rule 9006); Saint Joseph 's Hosp. v. Dept of Pub. Welfare of Pa. (In re Saint Joseph 's Hosp.), 103 B.R. 643, 648 (Bankr. E.D. Pa. 1989) (extending the 90-day time period in which to seek removal of pending state court litigation); In re WoNld Fin. Servs. CtN. Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal. 1987) (stating that the court may enlarge the time period for filing removal notices under Bankruptcy Rule 9027(a)(3)). 17. Since the entry of the Third Removal Extension Order, the Liquidating Trustee was appointed upon the occurrence of the Effective Date and has continued to reconcile the Debtor's claims register. To that end, the Liquidating Trustee has filed the Liquidating TNustee's First Omnibus Objection, Parrsuccnt to Sections 105 and 502 of the Banky uptcy Code, BankNuptcy Rule 3007 and Local Rule , to Duplicate Claims, Amended and Superseded Claims and Late Claifns (Non-Substantive)[Docket No. 542], the Liquidating Trustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the BankNuptcy Code, 13ankNuptcy Rule 3007, crnc~ Local Rule , to CustomeN Claims (Substantive)[Docket No. 543] (, and the Liquidating TNustee's Objection to Claims of Commonwealth Financing Authority (Claim DOCS DE: /001-7-

8 Case KJC Doc 626 Filed 06/28/18 Page 8 of 10 NumbeN 26) and Pennsylvania Department of Community and Economic Development (Claim Number 27) [Docket No. 620], and obtained entry of the Order GNanting Liquzdating TNz~stee's FiNst Omnibus Objection, PuNsuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , to Duplicate Claims, Amended and Superseded Claims, and Late Claims (Non-Substantive)[Docket No. 567], and the ONder Granting Liquidating TNustee's Second Omnibus Objection, Pursuant to Sections 105 and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule , to Custon~eer Claims (Substantive)[Docket No. 568]. However, at this time, the Liquidating Trustee has not completed her review of the claims register. 18. As such, the Liquidating Trustee has not yet completed her review and analysis of all claims filed pursuant to the Bar Date Order, and may discover additional Actions while reviewing and reconciling the filed proofs of claims. The Liquidating Trustee will continue to analyze any potential Actions, as well as any filed proofs of claim, to determine whether the Liquidating Trustee will seek to remove any Actions. Consequently, the Liquidating Trustee is not yet prepared to determine if it will need to remove any Actions. 19. Accordingly, the Liquidating Trustee seeks an extension of the Current Deadline under Bankruptcy Rule 9027(a) to preserve her ability of to remove any Actions. The Liquidating Trustee believes that the extension requested is necessary to provide the Liquidating Trustee with sufficient time to make fully-informed decisions concerning the removal of any Action, and will ensure that the Liquidating Trustee's rights provided by 28 U.S.C can be exercised in an appropriate manner. Alternately, if such an extension is not granted, the Liquidating Trustee believes that she may not.have. sufficient time to properly evaluate removal of the Action. Moreover, the rights of parties to the Actions will not be unduly prejudiced by the DOCS DE /001-8-

9 Case KJC Doc 626 Filed 06/28/18 Page 9 of 10 Liquidating Trustee's requested additional extension of the Removal Period. If the Liquidating Trustee ultimately seeks to remove an Action pursuant to Bankruptcy Rule 9027, parties will retain their rights to have such Action remanded pursuant to 28 U.S.C. 1452(b). The Liquidating Trustee submits that cause exists for the relief requested herein. 20. The Liquidating Trustee further requests that the order approving this motion be without prejudice to the right of the Liquidating Trustee to seek further extensions of the period in which it may remove civil actions pursuant to Bankruptcy Rule For the reasons stated above, the Liquidating Trustee submits that there is cause to grant the relief requested herein. Requests by debtors for extensions of the removal period have been routinely granted by courts in this district. See, e.g., In ~e Emerald Oil, Inc., No (KG)(Bankr. D. Del. Jan. 23, 2018 (granting a 180 day extension without prejudice); In Ne Phoenix Brands, LLC, No (BLS)(Bankr. D. Del. Jan. 16, 2018) (same); In r~e HoNsehead Holding Corp., No (CSS)(Bankr. D. Del. Sept. 19, 2016) (granting 120-day extension without prejudice); In re SS Body Arnco~ I, Inc., No (CSS)(Bankr. D. Del. Jan. 20, 2016) (same); In Ne Quicksilver Inc., No (LSS)(Bankr. D. Del. Jun. 8, 2015) (same); and In re Variant Holding Company, LLC, Case No (BLS)(Bankr. D. Del. Dec. 2, 2014) (same). NOTICE 22. Notice of this motion will be provided to: (a) the Office of the United States Trustee for the District of Delaware; (b) any party that has requested notice pursuant to Bankruptcy Rule 2002; and (c) parties to the Action or their counsel, if known. DOCS DE /001-9-

10 Case KJC Doc 626 Filed 06/28/18 Page 10 of 10 WHEREFORE, the Debtor respectfully requests that the Court enter an order, substantially in the form attached hereto as Exhibit A, and for such other and further relief as may be appropriate. Dated: June 28, 2018 PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M. Mulvihill 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, DE (Courier 19801) Telephone: (302) Facsimile: (302) lj law.com law. com j mulvihill@pszj law. com Counsel to the Liquidating Trustee DOCS DE: /

11 Case KJC Doc Filed 06/28/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT F4R THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC.,1 Case Na (KJC) Debtor. Objection Deadline: July 12, 2018 at 4:00 p.m. (Eastern Time) Hearing Date: August 29, 2018 at 10:00 a.m. (Eastern Time) NOTICE OF LIQUIDATING TRUSTEE'S FOURTH MOTION FOR ENTRY OF AN ORDER FURTHER EXTENDING THE PERIOD WITHIN WHICH IT MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C AND RULE 9027 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE PLEASE TAKE NOTICE that on the date hereof, Suzanne B. Roski, in her capacity as liquidating trustee (the "Liquidating Trustee") of the liquidating trust for AEI Winddown, Inc., the debtor in the above-captioned case (the "Debtor"), filed the Liquidating Trustee's FouNth Motion for Entry of an Oder Further Extending the Period Within Which They may Remove Actions Pursuant to 28 U. S.C'. ~ 1452 and Rule 9027 of the FedeNal Rules of Bankruptcy Procedure (the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware ("Bankruptcy Court" or "Court"). A copy of the Motian is attached hereto. PLEASE TAKE FURTHER NOTICE that any response or objection to the relief sought in the Motion must be filed with the Bankruptcy Court on or before July 12, 2018, ~t 4:00 p.rn. (Prevailing Eastern Time). 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 Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA ROCS DE /001

12 Case KJC Doc Filed 06/28/18 Page 2 of 3 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 Liquidating Trustee: Pachulski Stang Ziehl &Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19801, (Attn: Laura Davis Jones, Esq. (ljones@pszjlaw.com)); and (ii) 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 A HEARING TO CONSIDER APPROVAL OF THE MOTION WILL BE HELD ON AUGUST 29, 2418, AT 10:00 A.1WI. PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATE BANKRUPTCY COURT JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. DOCS DE /001-2-

13 Case KJC Doc Filed 06/28/18 Page 3 of 3 Dated: June 28, 2018 PACHULSHI STANG ZIEHL &JONES LLP /s/joseph M. Mulvihill 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) ; ljones@pszjlaw.com dbertenthal@pszj law. com j mulvihill@pszj law. com Counsel to the Liquidating Trustee DOCS DE /001-3-

14 Case KJC Doc Filed 06/28/18 Page 1 of 3 EXHIBIT A DOGS DE: /001

15 Case KJC Doc Filed 06/28/18 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC.,1 Case No (KJC) Debtor. ~ Re: Docket No. FOURTH ORDER FURTHER EXTENDING PERIOD WITHIN WHICH THE I.IQUIDA'TING '~I~iTS'I'EE Ii~~1Y ~2E~gOVE AC'TIOl~TS ~~TRS~IAl~1'I' 'i'o 28 IJ.S.C AND RULE 9027 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE Upon consideration of the Liquidating TNustee 's Fourth Motion for Envy of an ONde~ FuNthe~ Extending the PeNzod Within Which They may Remove Actions Pursuant to 28 U. S. C. ~ 1452 and Rule 9027 of the Federal Rules of BankNuptcy PNoceduNe (the "Motion"), seeking entry of an order pursuant to 28 U.S.C and Rule 9027 of the Federal Rules of Bankruptcy Procedure, further extending the period within which the Debtor may remove actions. The Court has reviewed the Motion and has found that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is core proceeding pursuant to 28 U.S.C. 157(b)(2), (c) notice of the Motion and the Hearing was sufficient under the circumstances and (d) cause exists under Bankruptcy Rule 9006(b)(1) to grant an extension of the removal periods established under Bankruptcy Rule 9027(a). After due deliberation, the Court has determined that good and sufficient cause has been shown for the relief requested in the Motion; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. ' 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 Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOGS DE /00]

16 Case KJC Doc Filed 06/28/18 Page 3 of 3 2. The time periods provided under Bankruptcy Rule 9027(a)(2) and (a)(3) within which the Liquidating Trustee may file notices of removal of any and all civil actions is extended to and including December 28, 2018, to the extent that the time period for filing any such notices of removal expires on or before such date. 3. This Order shall be without prejudice to the Liquidating Trustee's right to seek from this Court further extensions of the period within which the Liquidating Trustee may file notices of removal under Bankruptcy Rule 9027(a). 4. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated:, 2018 Wilmington, Delaware The Honorable Kevin J. Carey United States Bankruptcy Judge DOCS D~ /001-2-

17 Case KJC Doc Filed 06/28/18 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AEI WINDDOWN, INC.,1 ) Case No (KJC) Debtor. ) CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 28th day of Tune, 2018, I caused a copy of the following documents) to be served on the individuals on the attached service lists) in the manner indicated: Notice of Liquidating Trustee's Fourth Motion for Entry of an Oa-der Further Extending t ie Period Within Which It May Remove Actions Pursuant to 28 U.S.C and Rule 9027 of the Federal Rules of Bankruptcy. Procedure Liquidating Trustee's Faurth Motion for Entry of an Order Further Extending the Period ~'Vithin Which It May Remo~~e Actions Pursuant to 28 U.S.C and Rule 9027 of the Federal Rules of Bankruptcy Procedure /s/ Iose~h M Mulvihill Joseph M. Mulvihill (Bar No. 6061) ' 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 Suzanne Roslci, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DE: /001

18 Case KJC Doc Filed 06/28/18 Page 2 of 6 Aquion Energy Removal Service List Case No (KJC) Document No OZ James Pawlowski 371 E. High Acres Road Greensburg, PA (Counsel to James Pawlowski) Vincent J. Quatrini, Esq. Quatrini Rafferty, P.C. 550 E. Pittsburgh Street Greensburg, PA DOCS DE /001

19 Case KJC Doc Filed 06/28/18 Page 3 of 6 Aquion 2002 Service List Case No. 17-lOSOQ (KJC) Document No Hand Delivery 31 Ol Foreign (Counsel to Debtors) Laura Davis Jones, Esquire Joseph M. Mulvihill, Esquire Pachulski Stang Ziehl &Jones LLP 919 N. Market Street, 17th Floor Wilmington, DE Hand Delivery Hannah Mufson McCollum, Esquire Office of the United States Trustee U. S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Hand Delivery (United States AttoNney) David C. Weiss c/o Ellen Slights, Esquire United States Attorney's Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE Hand Delivery (State Attorney General) Matthew P, Denn, Esquire Delaware Department of Justice Carvel State Office Building, 5th Floor 820 North French Street Wilmington, DE Hand Delivery Zillah A. Frampton, Bankruptcy Administrator Delaware Department of Revenue Carvel State Office Building, 8th Floor 820 North French Street Wilmington, DE Hand Deliver (Co-Counsel to Trinity Capital Fund II, L.P.) William P. Bowden, Esquire Karen B. Skomorucha Owens, Esquire Ashby &Geddes, P.A. 500 Delaware Avenue, 8th Floor PO Box 1150 Wilmington, DE Hand Deii~~ery (Counsel to Vile Vista. Associates, L.P.) Mark T. Hurford, Esquire Campbell &Levine, LLC 222 Delaware Avenue, Suite 1620 Wilmington, DE Hand Delivery (Counsel to the Official Committee of Unsecured Creditors) Richard M. Beck, Esquire Sally E. Veghte, Esquire Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE Hand Delivery (Counsel to Bryan A. Dilascio) Christopher D. Loizides, Esquire Loizides, P.A King Street, Suite 800 Wilmington, DE Hana Delivery (Counsel to B1ueSky Energy US, Inc.) David M. Powlen, Esquire Kevin G. Collins, Esquire Barnes &Thornburg LLP 1000 N. West Street, Suite 1500 Wilmington, DE DOGS DE: /001 1

20 Case KJC Doc Filed 06/28/18 Page 4 of 6 Secretary of State Divisiarl of Corporations -Franchise 'Tax John G. Townsend Building, Suite Federal Street Dover, DE Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 Dover, DE First Cla~~ 1!'I~al US Department of Treasury Office of General Counsel 1500 Pennsylvania Avenue, NW Washington, DC (United States Attorney General) Jeff Sessions, Esquire Office of the Attorney General US Department of Justice 950 Pennsylvania Avenue, NW Washington, DC (Pension Benefit Guaranty Corporation) Pension Benefit Guaranty Corporation Office of the Chief Counsel 1200 K Street, NW Washington, DC Securities and Exchange Commission Andrew Calamari NY Regional Director Brookfield Place, Suite Vesey Street New York, NY Securities and Exchange Commission - Headquarters 100 F Street, NE Washington, DC Securities and Exchange Commission Sharon Binger Philadelphia Regional Director One Penn Center, Suite JFK Boulevard Philadelphia, PA Internal Revenue Service Centralized Insolvency Operation PO Box 7346 Philadelphia, PA 191 O Capx Fund IV, L.P. 155 North Wacker Drive, Suite 1760 Chicago IL (Counsel to RIDC Fund for Economic Growth) Ashley B. Stitzer, Esquire MacElree Harvey, Ltd. 17 West Miner Street West Chester, PA (Counsel to RIDC rund for Economic Growth) Erica K. Dausch, Esquire Babst Calland Two Gateway Center Pittsburgh, PA (Counsel to RIDC Fund for Economic Growth) Gregory D. Cribbs, Esquire Babst Calland Two Gateway Center Pittsburgh, PA DOCS DE: /001 2

21 Case KJC Doc Filed 06/28/18 Page 5 of 6 (Ca-Counsel to Trinity Capital Fund II, L.P.) Robert L. Eisenbach III, Esquire Cooley LLP 101 California Street, 5th Floor San Francisco, CA Municipal Authority of Westmoreland County 124 Park and Pool Road New Stanton, PA Attn: Debbie (Counsel to Vale Vista Associates, L.P.) Paul J. Cordaro, Esquire Campbell &Levine, LLC 310 Grant Street 1700 Grant Building Pittsburgh, PA (Committee Member) Tronox, LLC Attn: Steven Kaye 263 Tresser Boulevard, Suite 1100 Stamford, CT First Class Maii (Committee Member) The RIDC Regional Growth Fund Attn: W. Michael Saul 210 Sixth Avenue, Suite 3620 Pittsburgh, PA (Counsel to the Official Committee of Unsecured Creditors) Jeffrey Cohen, Esquire Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esquire Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ (Counsel for Toyota Industries Commercial Finance, Inc.) Scott D. Fink, Esquire Weltman, Weinberg &Reis Co. LPA 323 W. Lakeside Avenue, Suite 200 Cleveland, OH (Counsel to Bryan A. Dilascio) Jack A. Raisner, Esquire Rene S. Roupinian, Esquire Outten &Golden LLP 685 Third Avenue, 25th Floor New York, NY (Counsel for Michael R. Fitzsimmons, Peter Lai, Christopher G. Power, Peter J. Goettner, Christian Borcher, Ernest D. Del, Marc S. Yi, James C. Peters, and Souheil S. Badran) William J. Hanlon, Esquire Seyfarth Shaw LLP Two Seaport Lane, Suite 300 Boston, MA Fi~ st Class Mail (Counsel to B1ueSky Energy US, Inc.) Kevin C. Driscoll, Jr., Esquire Barnes &Thornburg LLP One North Wacker Drive, Suite 4400 Chicago, IL DOGS DE /001 3

22 Case KJC Doc Filed 06/28/18 Page 6 of 6 First Ciass Mail (Counsel to Judraks, LLC) Darlene M. Nowak, Esquire Marcus &Shapira LLP One Oxford Centre, 35t~' Floor 301 Grant Street Pittsburgh, PA (Series E Preferred Stock Purchase Agreement dated September 19, 2014) DNS-AQN, LLC Attn: President 101 S. Reid street, Suite 307 (Office 313) Sioux Falls, SD Sue Kempf Collections Manager Cohen &Grigsby, P.C. 625 Liberty Avenue Pittsburgh, PA (Counsel to TP Electric &Power) Lara S. Martin, Esquire Bernstein-Burkley, P.C. 707 Grant Street Suite 2200, Gulf Tower Pittsburgh, PA Foreign (Committee Member) Leverton Clarke LTD Attn: Graham Howe Unit 15 Sherrington Way Lister Road, Industrial Estate Basingstoke, RG224AS United Kingdom (Counsel for E-One Moli Energy (Canada) Ltd.) Stamatios Stamoulis Stamoulis & Weinblatt LLC Two Fox Point Centre 6 Denny Road, Suite 307 Wilmington, DE (Counsel to Tennessee Department of Revenue) Laura L. McCloud, Esquire Senior Counsel Office of the Attorney General Bankruptcy Division PO Box Nashville, TN DOGS DE /001 4