Case KJC Doc 472 Filed 12/13/17 Page 1 of 2

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1 Case KJC Doc 472 Filed 12/13/17 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. ~ Related Docket No. 446 CERTIFICATION OF COUNSEL SUBMITTING REVISED PROPOSED ORDER: (A) AUTHORIZING THE DEBTOR TO EMPLOY AND RETAIN FALLBROOK CREDIT FINANCE, LLC AS PLACEMENT AGENT FOR SALE OF TAX CREDITS AND (B) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE The undersigned hereby certifies the following: 1. On November 28, 2017, the debtor and debtor in possession (the "Debtor"), in the above-captioned case, filed the DebtoN's Application for EntNy of an Order: (A) Authorizing the Debtor to Employ and Retain Fallbrook Credit Finance, LLC as Placement Agent for Sale of Tax Credits and (B) Waiving Certain Requirements of Local Rule (the "Application") [Docket No. 446]. p.m. Eastern Time. 2. The deadline to object to the Application was December 12, 2017 at 4:00 3. The Debtor received informal comments to the Application from the United States Trustee (the "UST") 4. The informal comments from the UST have been resolved. Attached hereto as Exhibit A is a revised proposed form of order (the "Revised Proposed Order"). The UST has no objection to entry of the Revised Proposed Order. 1 The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DE: /001

2 Case KJC Doc 472 Filed 12/13/17 Page 2 of 2 Attached hereto as Exhibit B is a blackline showing changes to the Revised Proposed Order from the version of the proposed order filed with the Application. 6. Accordingly, the Debtor respectfully requests entry of the Revised Proposed Order at the Court's earliest convenience. Dated: December 13, 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, DE (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law. com dbertenthal@pszj law. com j mulvihill@pszj law. com Counsel to the Debtor and Debtor in Possession DOCS DE: /001 2

3 Case KJC Doc Filed 12/13/17 Page 1 of 5 Exhibit A DOCS DE /001

4 Case KJC Doc Filed 12/13/17 Page 2 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., 1 Chapter 11 Case No (KJC) Debtor. ) Re: Docket No. 446 ORDER: (A) AUTHORIZING THE DEBTOR TO EMPLOY AND RETAIN FALLBROOK CREDIT FINANCE, LLC AS PLACEMENT AGENT FOR SALE OF TAX CREDITS AND (B) ~'VAIVING CERTAIN REQUIREMENTS OF LOCAL RULE Upon consideration of the application (the "Application")2 of the Debtor in the above-captioned chapter 11 case, for an order (this "Order") pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the `Bankruptcy Rules"), and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") for authority to employ and retain Fallbrook Credit Finance, LLC ("Fallbrook" or "Placement Agent") as placement agent with respect to a potential sale of certain tax credits in accordance with the terms and conditions of the Engagement Agreement; and the Court having reviewed the Application, the Declaration and notice of a hearing on the Application (the "Hearin ") having been given; and the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, (ii) this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b), 1 The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Application. DOCS DE /001

5 Case KJC Doc Filed 12/13/17 Page 3 of 5 (iii) venue is proper pursuant to 28 U.S.C and 1409, (iv) notice of this Application and the Hearing was appropriate under the circumstances and (v) Fallbrook is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and all objections (if any) to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT 1. The Application is granted as set forth herein. 2. The Debtor is authorized to retain and employ Fallbrook as placement agent in this chapter 11 case, pursuant the terms and conditions set forth in the Engagement Agreement, as modified by this Order. 3. Except to the extent set forth herein, the Engagement Agreement, including, without limitation, the Fee Structure, is approved pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, and the Debtor is authorized to pay, reimburse, and indemnify Fallbrook in accordance with the terms and conditions of, and at the time specified in, the Engagement Agreement. 4. Fallbrook shall file a final fee application for allowance of compensation pursuant to the procedures set forth in sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules as may then be applicable, and any other applicable orders and procedures of this Court; provided, however, that the time keeping requirements of Local Rule shall be deemed waived and not applicable for purposes of Fallbrook's employment and retention in this chapter 11 case. The indemnification provisions in the Engagement Agreement are approved, subject during the pendency of this chapter 11 case to the following modifications: DOCS DE /001 2

6 Case KJC Doc Filed 12/13/17 Page 4 of 5 a. Fallbrook shall not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Agreement for services, unless such services and the indemnification, contribution or reimbursement therefore are approved by this Court. b. Notwithstanding anything to the contrary in the Engagement Agreement, the Debtor shall have no obligation to indemnify Fallbrook, or provide contribution or reimbursement to Fallbrook, for any claim or expense that is either (a) judicially determined (the determination having become final) to have arisen from Fallbrook's gross negligence, willful misconduct or fraud, (b) for a contractual dispute in which the Debtor allege the breach of Fallbrook's contractual obligations if the Court determines that indemnification, contribution or reimbursement would not be permissible pursuant to United Artists Theatre Co. v. Walton (In re United Artists Theatre Co.), 315 F.3d 217 (3d Cir. 2003), or (c) settled prior to a judicial determination under (a) or (b), but determined by the Court, after notice and a hearing, to be a claim or expense for which Fallbrook should not receive indemnity, contribution or reimbursement under the terms of the Engagement Agreement as modified by this Order. If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in this chapter 11 case (that order having become a final order no longer subject to appeal) or (b) the entry of an order closing the chapter 11 cases, Fallbrook believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, and/or reimbursement obligations under the Engagement Agreement as modified by this Order, including without limitation the advancement of defense costs, Fallbrook must file a motion therefor with the Court, and the Debtor may not pay any such amounts to Fallbrook before the entry of an order by the Court approving the payment. This paragraph is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Fallbrook for indemnification, contribution, or reimbursement, and is not a provision limiting the duration of the Debtor's obligation to indemnify Fallbrook. All parties in interest shall retain the right to object to any demand by Fallbrook for indemnification, contribution, or reimbursement. 6. So long as this chapter 11 case are pending, the Court shall have jurisdiction over any disputes among the parties hereto related to the Engagement Agreement. 7. To the extent that there may be any inconsistency between the terms of the Application, the Engagement Agreement and this Order, the terms of this Order shall govern. DOCS DE /001

7 Case KJC Doc Filed 12/13/17 Page 5 of 5 8. The Debtor and Fallbrook are authorized and empowered to take all actions and execute any documents necessary to implement the relief granted in this Order. 9. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 10. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. 11. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2017 Honorable Kevin J. Carey United States Bankruptcy Judge DOGS DE /001 0

8 Case KJC Doc Filed 12/13/17 Page 1 of 5 Exhibit B DOCS DE: /001

9 Case KJC Doc Filed 12/13/17 Page 2 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC.,' Chapter 11 Case No (KJC) Debtor. ) Re: Docket No. 446 ORDER: (A) AUTHORIZING THE DEBTOR TO EMPLOY AND RETAIN FALLBROOK CREDIT FINANCE, LLC AS PLACEMENT AGENT FOR SALE OF TAX CREDITS AND (B) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE Upon consideration of the application (the "Application")2 of the Debtor in the above-captioned chapter 11 case, for an order (this "Order") pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") for authority to employ and retain Fallbrook Credit Finance, LLC ("Fallbrook" or "Placement Agent") as placement agent with respect to a potential sale of certain tax credits in accordance with the terms and conditions of the Engagement Agreement; and the Court having reviewed the Application, the Declaration and notice of a heating on the Application (the "Hearing") having been given; and the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, (ii) this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b), ~ 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, Ina (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA Z All capitalized terms used but not otherwise defined herein shall have the meanings ascribed. to such terms in the Application. }'~,,_;~1T~=1~1&51~-1)(~(;S I)Is1.i41)51,,C 05436/001

10 Case KJC Doc Filed 12/13/17 Page 3 of 5 (iii) venue is proper pursuant to 28 U.S.C and 1409, (iv) notice of this Application and the Hearing was appropriate under the circumstances and (v) Fallbrook is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and all objections (if any) to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT The Application is granted as set forth herein. The Debtor is authorized to retain and employ Fallbrook as placement agent in this chapter 11 case, pursuant the terms and conditions set forth in the Engagement Agreement, as modified by this Order. Except to the extent set forth herein, the Engagement Agreement, including, without limitation, the Fee Structure, is approved pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, and the Debtor is authorized to pay, reimburse, and indemnify Fallbrook in accordance with the terms and conditions of, and at the time specified in, the Engagement Agreement. 4. Fallbrook shall file a final fee application for allowance of compensation pursuant to the procedures set forth in sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules as may then be applicable, and any other applicable orders and procedures of this Court; provided, however, that the time keeping requirements of Local Rule shall be deemed waived and not applicable for purposes of Fallbrook's employment and retention in this chapter 11 case. The indemnification provisions in the Engagement Agreement are approved, subject during the pendency of this chapter 11 case to the following modifications: r.r~rc_r~c:,._~rnn<i.<1jocs 17Ii;:7.1405L605436/001

11 Case KJC Doc Filed 12/13/17 Page 4 of 5 ~allbrook sha(i r c~t be entitled to indetx~ni~catiori contribatian oz~ reiml~tra semenl pur4uant to tlae Fn~~a~ement 1\~rcement for se~~v.ices, tt~~less such services tend the indemnification. contribution oz reimburseme~~t therefore are: a~. roved by this Court. b. a:notwithstanding anything to the contrary in the Engagement Agreement, the Debtor shall have no obligation to indemnify Fallbrook, or provide contribution or reimbursement to Fallbrook, for any claim or expense that is either (a) judicially determined (the determination having become final) to have arisen from Fallbrook's gross negligence, willful misconduct or fraud, (b) for a contractual dispute in which the Debtor allege the breach of Fallbrook's contractual obligations if the Court determines that indemnification, contribution or reimbursement would not be permissible pursuant to United Artists Theatre Co. v. Walton (In re United Artists Theatre Co.), 315 F.3d 217 (3d Cir. 2003), or (c) settled prior to a judicial determination under (a) or (b), but determined by the Court, after notice and a hearing, to be a claim or expense for which Fallbrook should not receive indemnity, contribution or reimbursement under the terms of the Engagement Agreement as modified by this Order. c. ~If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in this chapter l.1 case (that order having become a final order no longer subject to appeal.) or (b) the entry of an order closing the chapter 11 cases, Fallbroolc believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, and/or reimbursement obligations under the Engagement Agreement as modified by this Order, including without limitation the advancement of defense costs, Fallbrook must file a motion therefor with the Court, and the Debtor may not pay any such amounts to Fallbrook before the entry of an order by the Court approving the payment. This paragraph is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Fallbrook for indemnification, contribution, or reimbursement, and is not a provision limiting the duration of the Debtor's obligation to indemnify Fallbrook. All parties in interest shall retain the right to object to any demand by Fallbroolc for indemnification, contribution, or reimbursement. So long as this chapter 11 case are pending, the Court shall have jurisdiction over any disputes among the parties hereto related to the Engagement Agreement. 7. To the extent that there maybe any inconsistency between the terms of the Application, the Engagement Agreement and this Order, the terms of this Order shall govern. c T,,r.or,~n<~.cl:)O(:S DI::?.14( /001

12 Case KJC Doc Filed 12/13/17 Page 5 of 5 The Debtor and Fallbrook are authorized and empowered to take all actions and execute any documents necessary to implement the relief granted in this Order. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 10. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. 1 l. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Ordei. Dated:, 2017 Honorable Kevin J. Carey United States Bankruptcy Judge rvv~c_r~;~,~,t r. i~en<t.x1:)ocs T:>E /001 3