Case KJC Doc 413 Filed 11/06/17 Page 1 of 3

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1 Case KJC Doc 413 Filed 11/06/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, inc., Debtor. Chapter 11 Case No (KJC) Objection Deadline: November 20, 2017 at 4:00 p.m. (ET) MONTHLY STAFFING REPORT BY PROTIVITI, INC. FOR THE PERIOD OF SEPTEMBER 1, 2017 THROUGH SEPTEMBER 30, 2017 Pursuant to the Debtor's Motion to Employ and Retain Protiviti, Inc. to Provzde a Chief Restructuring Officer and Additional RestNucturing Support Personnel for the Debtor Pursuant to 11 U.S.C. ~~ 363(B), 105(A) Nunc Pro Tunc to the Petition Date, filed March 9, 2017 (the "Motion") [Docket No. 21], and further modified by the CeNtification of Counsel Submitting Revised Proposed Order Authorizing and Approving Employment and Retention of PNotiviti, Inc. to PNovide a Chief RestNucturing Officer and Additional PeNsonnel fon the Debtor PuNsuant to I1 U.S.C. ~~ 363(B), 105(A) Nunc Pro Tunc to the Petition Date, filed May 1, 2017 (the "Revised Order") [Docket No. 129], Protiviti Inc. ("Protiviti") hereby files its monthly staffing report (the "Staffing Report") for the period of September 1, 2017 through September 30, 2017 (the "ReportinPeriod"), and in support of such report represents as follows: 1. Pursuant to the terms of Protiviti's engagement letter (the "Enga e~ ent Letter") with the Debtors, dated February 20, 2017, Protiviti was proposed to provide a chief restructuring officer ("CRO") and restructuring support services. The functions filled by such personnel encompass a wide scope of services related to the chapter 11 case, and include, without limitation, preparing and monitoring financial reports, preparing financial forecasts and

2 Case KJC Doc 413 Filed 11/06/17 Page 2 of 3 projections, and assisting with financial analysis and modeling i ~ support of the closing of a sale transaction, 2. The Court approved and entered the Revised Order on May 2, [Dacicet No, 132] 3. Protiviti filed its March Staffing Report on June 9, 2017, [Doel~et Nn, 223] 4. Protiviti filed its April Staffing Report on xune 29, [Doelcet Na. 264] S. Protivitz filed its May Staffing Report on July 19, [Docket No, 283] 6. Protiviti filed its,tune Staffing Report on August 29, 2017, [Docket No Protiviti i"iled its July Staffing Report an Septezxzber 6, 2017, [Docket No. 341] 8, Protiviti filed its August Staffing Report on October 4, 2017, [Docket No. 384~ 9, Per the Motion and Revised C?rder, Suzanne 12oski serves as the Dehtors' CRO during the pendency of this chapter ~ 1 case,. 10. Pursuant to the Motion, Protiviti is required to file monthly staffing xeports {"Staffing Reports") with the IIanlcraptcy Court and se~~ve same on the Notice Parties. Protiviti shall file with the Court and serve by ox first class mail on the U.S. Trustee and any statutory committees appointed in this case (collectively, the "Notice Parties"} a Staffing Report by the 20th of each month for the previous month, which shad include; (i} the names, positio~zs, and functions filled by all Protiviti Pzofessionals asszgned to tha engagement; (ii} the total hours worked by each I'rativiti Professional assigned to the engagement; and (iii) the xtennized expenses incurred, z

3 Case KJC Doc 413 Filed 11/06/17 Page 3 of 3 including expense detail, Consistent with the Motion, the Staffing Repoi~ shall remain subject to review by the Banlcruptcy Court in the event so requested by the Notice Parties. services to the Debtor: 11. During the Reporting Period, the following Protiviti Professionals provided Name Title Descri tion of Function Hours Suzanne Roski Mana ing Director CRO 76.2 Heather Williams Director CRS O erational Support Total Hours 181,0 Exhibits A. 12, Protiviti's itemized expenses for the Reporting Period are attached here as L?ated; November 6, 2017 PRC}TIVITI, INC, -~.,,,.,--,r... Suzanne B. Roslci Managing Director 1051 fast Cary Sheet, Suite 602 Richmond, VA 23219

4 Case KJC Doc Filed 11/06/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC.,I Case No (KJC) Debtor. Objection Deadline: November 20, 2017 at 4:00 p.m. (ET) NOTICE OF FILING OF MONTHLY STAFFING REPORT BY PROTIVITI, INC. FOR THE PERIOD OF SEPTEMBER 1, 2017 THROUGH SEPTEMBER 30, 2017 TO: (i) Office of the United States Trustee; and (ii) Counsel to the Official Committee of Unsecured Creditors. PLEASE TAKE NOTICE that Protiviti, Inc. ("Protiviti") has filed the attached monthly staffing report for the period from September 1, 2017 through September 30, 2017 (the "Staffing Re o~rt") with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware (the "Bankruptcy Court") pursuant to the Bankruptcy Court's order entered on May 2, 2017 approving the employment of Protiviti (the "Retention Order") [Docket No. 132]. PLEASE TAKE FURTHER NOTICE that, pursuant to the Retention Order, any objection or response to the Staffing Report must be filed with Bankruptcy Court on or before November 20, 2017 at 4:00 p.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the objection or response upon: (i) counsel for the Debtor: Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware ' 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.) (1.370). 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 DE /001

5 Case KJC Doc Filed 11/06/17 Page 2 of , (Attn: Laura Davis Jones, Esq. (ljones@pszjlaw.com));(ii) counsel to the Official Committee of Unsecured Creditors: (a) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attn: Jeffrey Cohen, Esq. (jcohen@lowenstein.com);(b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068, Attn: Andrew David Behlmann, Esq. (abehlmann@lowenstein.com);(c) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M. Beck, Esq. (rbeck@klehr.com) and Sally E. Veghte, Esq. (sveghte@klehr.com); and (iii) the Office of the United States Trustee for the District of Delaware: United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware 19801, (Fax: ) (Attn: Hannah Mufson McCollum, Esq. (hannah.mccollum@usdoj.gov)). Dated: November 6, 2017 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, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law.com law. com jmulvihill@pszj law.com Counsel to the Debtor and Debtor in Possession DOGS DE: /001 2

6 Case KJC Doc Filed 11/06/17 Page 1 of 1 AEI Winddown, InC. Protiviti Staffing Report -September 201'1 Expenses Incurred by CRO and Support Professionals E~ibit A Date Professional Expense Description Amount 09/1 t/l7 Wil[iams,Heather G 09/13/l7 Rost<i,Suzanne B 09/27/17 R.oski,Suzanne B FedEx - Gantractor Fees $ 18 PedEx -Contractor Fees 18 Taxi 36 Total Expenses $?1

7 Case KJC Doc Filed 11/06/17 Page 1 of 2 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 6th day of November, 2017, 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 Fling of Monthly Staffing Report By Protiviti, Inc. for the Period of September 1, 2017 through September 30, 2017 Monthly Staffing Report By Protiviti, Inc. for the Period of September 1, 2017 through September 30, 2017 /s/joseph M. Mulvihill Joseph M. Mulvihill (DE 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/wa Aquion Energy, Inc.) c/o Suzanne Roski, East Cary Street, Suite 602, Richmond, VA DOCS DE /001

8 Case KJC Doc Filed 11/06/17 Page 2 of 2 Aquion Service List re Staffing Reports Case No (KJC) Doc. No Hand Delivery 02 First Class Mail Hand Delivery (United States Trustee) Hannah Mufson McCollum, Esq. Office of the United States Trustee US Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Hand Delivery (Counsel to the Official Committee of Unsecured Creditors) Richard M. Beck, Esq. Sally E. Veghte, Esq. Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE First Class Mail (Counsel to the Official Committee of Unsecured Creditors) Jeffrey Cohen, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY _10020 First Class Mail (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esq. Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ DOGS DE /001