Case KJC Doc 555 Filed 03/06/18 Page 1 of 17

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1 Case KJC Doc 555 Filed 03/06/18 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAVdARE In re: AEI WINDDOWN, INC.,1 Chapter 11 Case No (KJC) Debtor. Objection Deadline: March 27, 2018 at 4:00 p.m. Hearing Date: Scheduled only if necessary TENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSHI STANG ZIEHL &JONES LLP, AS COUNSEL FOR THE DEBTOR AND DEBTOR IN POSSESSION, FOR THE PERIOD FROM DECEMBER 1, 2017 THROUGH DECEMBER 31, 2017 Name of Applicant; Pachulski Stang Ziehl &Jones LLP Authorized to Provide Professional Services to: Debtor and Debtor in Possession Date of Retention: 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: Nunc PNo Tunc to March 8, 2017 by order signed Aprill0, 2017 December 1, 2017 through December 31, $105, ~ 3, This is a: x monthly interim final application. The total time expended for fee application preparation is approximately 2.0 hours and the corresponding compensation requested is approximately $ ` 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 z The applicant reserves the right to include any time expended in the time period indicated above in future applications) if it is not included herein. DOCS DE /001

2 Case KJC Doc 555 Filed 03/06/18 Page 2 of 17 PRIOR APPLICATIONS FILED I~~~e Peri~~I ~overec~ q e~tect _ ~ Rec~ues~~c~ A~ro~~~~' A~~rv~~d F~ ~c~ ~ Fees L~. ~c;n~~~ Fees E~. enscs 08/U7/17 03/08/17 03/31/17 $231, $ 9, $231, $ 9, /10/17 04/01/17 04/30/17 $253, $ 4, $253, $ 4, /25/17 05/01/17 05/31/17 $264, $12, $264, $ 12, /27/17 06/01/17 06/30/17 $297, $34, $297, $34, /03/17 07/01/17 07/31/17 $ 77, $ 4, $ 77, $ 4, /17/17 08/01/17 08/31/17 $103, $ 3, $103, $ 3, /06/17 09/01/17 09/30/17 $122, $ 1, $ 97, $ 1, /05/18 10/01/17 10/31/17 $124, $ 1, $ 99, $ 1, /27/18 11/01/17 11/30/17 $ 65, $ 2, Pending Pending PSZ&J PROFESSIONALS 1'~az~~e ~f Pr ~f~s~i{~~~al P~si~inr~ {~f tic :~~~~~tir.~~~~, ~ ~a~rl~ "~"catal I 'I'~,f~~ = ~, ~tz~~~'ic~ttt~l ~~ti ~e~~ of ~`e<~~'s its #~~~~f t3it~in Ilc~u~s ~+_~t~~1~~=r~5~~tivt~ ~ ~.rrl~it)i3, ~~f I(II" ~~ ~~Cti'~ilt ~Zii~[ ~1~~C ~ { ~~.~}YI'ililCt~ ~~C'~lt' Q~~~Jt<liIl[Ilh I ~tcli1se ~~El ~~I'<iC~tfE~ i~i'c.i 0~ {IIit'~L3f~llla., ~,~~l~1i1~4s~.laura Davis Jones Partner 2000; Joined Firm 2000; $1, $28, Member of DE Bar since 1986 Richard J. Gruber Partner 1995; Member of CA Bar $ $ 2, since 1982 David M. Bertenthal Partner 1999; Member of CA Bar $ $14, since 1993 David J. Barton Partner 2000; Member of CA Bar $ $ 2, since 1981 William L. Ramseyer Of Counsel 1989; Member of CA $ $ 1, Bar since 1980 Timothy P. Cairns Partner 2012; Member of DE Bar $ $28, ; 2017-Present Joseph M. Mulvihill Associate 2015; Member of DE $ $18, Bar since 2014; Member of PA Bar since 2015 Karina K. Yee Paralegal 2000 $ $ 5, Cheryl A. Knotts Paralega12000 $ $ Sheryle L. Pitman Case Management Assistant 2001 $ $ Charles J. Bouzoukis Case Management Assistant 2001 $ $ This amount includes a reduction of $ DOCS DE: /001

3 Case KJC Doc 555 Filed 03/06/18 Page 3 of 17 ~k{i~212c Qf ptof4ssittii~~ ~()SittQI2 4~ ~~f~ k~~?j'~~1f~lii~, ~RtY'~~ TOt~~ ~'t~~ti~ ~I14~I~'if~tift~ ~tl~ty]~7ct't3~~f:~2i'~ III ~}3~~ ~I~~t2~~ ~Qilt'S ~'O It~3CitS~l~l(3C! l Iis:~~e~'icnee, ~'ea~- a~' ~b#~i~tr~~ ~ irt~iudin~ License fo Practice, ~rea;r~f ' (_:}~ar~~es~ ~~~x er~tise Andrea R. Paul Case Management Assistant 2001 $ $ Karen S. Neil Case Management Assistant 2003 $ $ Beatrice M. Koveleski Case Management Assistant 2009 $ $ Grand Total: $105,1b7.50 Total Hours: Blended Rate: $ DOCS DE: /001

4 Case KJC Doc 555 Filed 03/06/18 Page 4 of 17 COMPENSATION BY CATEGORY _ ~ ~'ra~ect Cate~;4ries Total Hours '~c~tal Fees Asset Disposition 5.10 $ 4, Bankruptcy Litigation $11, Case Administration 9.40 $ 2, Claims Admin/Objections 6.40 $ 3, Compensation of Professional 5.00 $ 2, Compensation of Prof/Others 5.20 $ 2, Employee Benefit/Pension 0.70 $ Executory Contracts 0.50 $ Financial Filings 0.30 $ General Business Advice 3.80 $ 3, Plan &Disclosure Statement $71, Plan Implementation 1.90 $ 1, Retention of Pro /Others 2.50 $ 1, EXPENSE SUMMARY ~~~~IlSC Cat@~~t"~' ~L`t'~ LCC'~~'1?k'Ii~~t' 1 TO~i~~ (if ~P liea~ie~ F:~ eases Auto Travel Expense Eagle Transportation $ Conference Call AT&T Conference Call $ 3.26 Delivery/Courier Service Advita $ Express Mail Federal Express $ Court Research Pacer $ Postage US Mail $ 512,80 Reproduction Expense $1, Reproduction/ Scan Copy $ Transcript Escribers $ j 4 PSZ&J may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described. DOCS DE: /001

5 Case KJC Doc 555 Filed 03/06/18 Page 5 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ~ Chapter 11 AEI WINDDOWN, INC.,1 Case No (KJC) Debtor. Objection Deadline: March 27, 2018 at 4:00 p.m. Hearing Date: Scheduled only if necessary TENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL FOR THE DEBTOR AND DEBTOR IN POSSESSION, FOIL THE PERIOD FROM DECEMBER 1, 2017 THROUGH DECEMBER 31, 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 (collectively, the "Bankruptcy Rules"), and the Court's "Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals," signed on or about April 25, 2017 (the "Administrative Order"), Pachulski Stang Ziehl &Jones LLP ("PSZ&J" or the "Firm"), counsel for the debtor and debtor in possession ("Debtor"), hereby submits its Tenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from December 1, 2017 through December 31, 2017 (the "Application") By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $105, and actual and necessary expenses in the amount of $3, for ' 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

6 Case KJC Doc 555 Filed 03/06/18 Page 6 of 17 a total allowance of $109, and payment of $84, (80% of the allowed fees) and reimbursement of $3, (100% of the allowed expenses) for a total payment of $88, for the period December 1, 2017 through December 31, 2017 (the "Interim Period"). In support of this Application, PSZ&J respectfully represents as follows: Background On March 8, 2017, the Debtor commenced its case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor continued in possession of its property and continued to operate and manage its business as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtor's chapter 11 case. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 25, 2017, the Court signed the Administrative Order, authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty-one (21) days after service of the monthly fee application the Debtor is authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending on May 31, 2017, and at three-month intervals or such other intervals convenient to the Court, each of the Professionals may file and serve an interim fee application DOCS DE /001 2

7 Case KJC Doc 555 Filed 03/06/18 Page 7 of 17 for compensation and reimbursement of expenses sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of PSZ&J, as counsel for the Debtor, was approved effective as of March 8, 2017 by this Court's "Order Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule Authorizing the Employment and Retention of Pachulski Stang Ziehl &Jones LLP as Counsel for the Debtor and Debtor in Possession Nunc Pro Tunc to the Petition Date," signed on or about April 10, 2017 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. or on behalf of the Debtor. PSZ&J's APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which PSZ&J requests compensation were performed for 6. PSZ&J has received no payment and no promises for payment from any source other than from the Debtor 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 PSZ&J and any other person other than the partners of PSZ&J for the sharing of compensation to be received for services rendered in this case. PSZ&J has received payments from the Debtor during the year prior to the Petition Date in the amount of $265,000.00, including the Debtor's filing fees for this case, in connection with the preparation of initial documents and its prepetition representation of the Debtor. DOGS DE /001 3

8 Case KJC Doc 555 Filed 03/06/18 Page 8 of 17 Fee Statements 7. The fee statements for the Interim Period are attached hereto as Exhibit A, These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of PSZ&J's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. PSZ&J's time reports are initially handwritten by the attorney or paralegal performing the described services. The time reports are organized on a daily basis. PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. PSZ&J's charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. PSZ&J has reduced its charges related to any non-working "travel time" to fifty percent (50%) of PSZ&J's standard hourly rate. To the extent it is feasible, PSZ&J professionals attempt to work during travel. Actual and Necessa~~ Expenses 8. A summary of actual and necessary expenses incurred by PSZ&J for the Interim Period is attached hereto as part of Exhibit A. PSZ&J customarily charges $0.10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. PSZ&J's photocopying machines automatically record the number of copies made when the person that is doing the copying enters the client's account number into a device attached to the photocopier. PSZ&J summarizes each client's photocopying charges on a daily basis. DOCS DE: /001 4

9 Case KJC Doc 555 Filed 03/06/18 Page 9 of PSZ&J charges $0.25 per page for out-going facsimile transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects PSZ&J's calculation of the actual costs incurred by PSZ&J for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. PSZ&J does not charge the Debtor for the receipt of faxes in this case. 10. With respect to providers of on-line legal research services (e.g., LEXIS and WESTLAW), PSZ&J charges the standard usage rates these providers charge for computerized legal research. PSZ&J bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by PSZ&J is passed on to the client. 11. PSZ&J believes the foregoing rates are the market rates that the majority of law firms charge clients for such services. In addition, PSZ&J 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. Summary of Services Rendered 12, The names of the partners and associates of PSZ&J who have rendered professional services in this case during the Interim Period, and the paralegals and case management assistants of PSZ&J who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. DOGS DE: /001 5

10 Case KJC Doc 555 Filed 03/06/18 Page 10 of PSZ&J, by and through such persons, has prepared and assisted in the preparation of various motions and orders submitted to the Court for consideration, advised the Debtor on a regular basis with respect to various matters in connection with the Debtor's bankruptcy case, and performed all necessary professional services which are described and narrated in detail below. PSZ&J's efforts have been extensive due to the size and complexity of the Debtor's bankruptcy case. Summary of Services by Proiect 14. The services rendered by PSZ&J during the Interim Period can be grouped into the categories set forth below. PSZ&J attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. Asset Disposition 15. This category relates to work regarding the sale or other disposition of assets. During the Interim Period, the Firm, among other things: (1) reviewed and analyzed issues regarding property removal; (2) performed work regarding the sale of tax credits; (3) performed work regarding a tax credit agreement; (4) performed work regarding the DOGS DE /001 6

11 Case KJC Doc 555 Filed 03/06/18 Page 11 of 17 Fallbrook sale matter; (5) performed work regarding the Fallbrook asset purchase agreement and a notice of sale; and (6) corresponded and conferred regarding asset disposition issues. Fees: $4,162.00; Hours: 5.10 B. Bankruptcy Litigation 16. This category relates to work regarding motions or adversary proceedings in the Bankruptcy Court. During the Interim Period, the Firm, among other things: (1) performed work regarding Hearing Notebooks and Agenda Notices; (2) attended to scheduling issues; (3) performed work regarding orders; (4) performed work regarding stipulations; (5) performed work regarding a motion to extend the removal deadline; (6) attended to issues regarding a class certification motion in the Dilascio matter; and (7) corresponded and conferred regarding bankruptcy litigation issues. Fees: $11,480.00; Hours: C. Case Administration 17. This category relates to work regarding administration of this case. During the Interim Period, the Firm, among other things: (1) maintained a memorandum of critical dates; (2) maintained document control; and (3) prepared and distributed a daily memo narrative. Fees: $2,852.50; Hours: 9.40 D. Claims Administration and Objections 18. This category relates to work regarding claims administration and claims objections. During the Interim Period, the Firm, among other things: (1) attended to issues regarding the Crestmark claim; (2) reviewed and analyzed the Vale Vista administrative claim DOCS DE: /001 7

12 Case KJC Doc 555 Filed 03/06/18 Page 12 of 17 motion and performed work regarding an objection; (3) reviewed and analyzed potential landlord claims; (4) attended to issues regarding the E-One Moli claim; (5) reviewed and analyzed claim payment issues; and (6) conferred and corresponded regarding claim. issues. Fees: $3,892.50; Hours: 6.40 E. Compensation of Professionals 19. This category relates to issues regarding compensation of the Firm. During the Interim Period, the Firm, among other things: (1) performed work regarding its August and September 2017 monthly and Second quarterly fee applications; (2) drafted its October monthly fee application; and (3) monitored the status and filing of fee applications. Fees: $2,711.00; Hours: 5.00 F. Compensation of Professionals--Others 20. This category relates to issues regarding compensation of professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work regarding the Morgan Lewis and Protiviti matters. Fees: $2,110.00; Hours: 5.20 G. Employee Benefits and Pensions 21. This category relates to issues regarding employee benefits, pension plans, and other employee issues. During the Interim Period, the Firm, among other things, performed work regarding benefit plan issues. Fees: $315.00; Hours: 0.70 DOCS DE: /001 g

13 Case KJC Doc 555 Filed 03/06/18 Page 13 of 17 H. Executory Contracts 22. This category relates to issues regarding executory contracts and unexpired leases of real property. During the Interim Period, the Firm, among other things, attended to issues regarding a copier lease. Fees: $292.50; Hours: 0.50 I. Financial Filings 23. This category relates to issues regarding compliance with reporting requirements. During the Interim Period, the Firm, among other things, performed work regarding Monthly Operating Reports. Fees: $ ; Hours: 0.30 J. General Business Advice 24. This category relates to issues regarding general business advice. During the Interim Period, the Firm, among other things: (1) performed work regarding a certificate of dissolution; (2) reviewed and analyzed documents; (3) attended to issues regarding predissolution payment of taxes and filing of annual report; and (4) conferred and corresponded regarding general business advice issues. Fees: $3,307.50; Hours: 3.80 K. Plan and Disclosure Statement 25. This category relates to issues regarding a Plan of Reorganization ("Plan") and Disclosure Statement. During the Interim Period, the Firm, among other things: (1) performed work regarding a trust agreement; (2) performed work regarding a Plan supplement; (3) attended to ballot issues; (4) performed work regarding a confirmation brief; DOCS DE: /001 9

14 Case KJC Doc 555 Filed 03/06/18 Page 14 of 17 (5) reviewed and responded to United States Trustee comments regarding the Plan; (6) performed research; (7) attended to solicitation and voting issues; (8) performed work regarding declarations in support of confirmation; (9) performed work regarding a confirmation order; (10) performed work regarding a notice of filing of revised Plan; (11) prepared for and attended a confirmation hearing; and (12) corresponded and conferred regarding Plan and Disclosure Statement issues. Fees: $71,514.50; Hours: L. Plan Implementation 26. This category relates to work regarding Plan implementation issues. During the Interim Period, the Firm, among other things: (1) reviewed and analyzed Plan Effective Date issues; (2) performed research; (3) reviewed and analyzed tax issues; and (4) corresponded and conferred regarding Plan implementation issues. Fees: $1,420.00; Hours: 1.90 M. Retention of Professionals--Others 27. This category relates to issues regarding the retention of professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work regarding the KCC and Fallbrook matters. Fees: $1,005.00; Hours: 2.50 Valuation of Sei~~ices 28. Attorneys and paraprofessionals of PSZ&J expended a total hours in connection with their representation of the Debtor during the Interim Period, as follows: DOCS DE: /001 1 ~

15 Case KJC Doc 555 Filed 03/06/18 Page 15 of 17 Name of Pr+~fessianal Position of tie.r~p~licant, ~Iourl~~ To~aI 7`otaI Incli~~idual ~Tun~t~er of ~rear~ in that Billi~~g Hors Con~~ensatior~ I'ositian, Prig Reie~raa~f' Ra#e I3ilteci ~;~~er~enc+~, l'c~r of C3btaini ~;~ {including Liccr~~e tc~ Practice, ~;rea {>f ~~~~zges) ~:~~ez~~is~ Laura Davis Jones Partner 2000; Joined Firm 2000; $1, $28, Member of DE Bar since 1986 Richard J. Gruber Partner 1995; Member of CA Bar $ $ 2, since 1982 David M. Bertenthal Partner 1999; Member of CA Bar $ $14, since 1993 David J. Barton Partner 2000; Member of CA Bar $ $ 2, since 1981 William L. Ramseyer Of Counsel 1989; Member of CA $ $ 1, Bar since 1980 Timothy P. Cairns Partner 2012; Member of DE Bar $ $28, ; 2017-Present Joseph M. Mulvihill Associate 2015; Member of DE $ $18, Bar since 2014; Member of PA Bar since 2015 Karina K. Yee Paralegal 2000 $ $ 5, Cheryl A. Knotts Paralega12000 $ $ Sheryle L. Pitman Case Management Assistant 2001 $ $ Charles J. Bouzoukis Case Management Assistant 2001 $ $ Andrea R. Paul Case Management Assistant 2001 $ $ Karen S. Neil Case Management Assistant 2003 $ $ Beatrice M. Koveleski Case Management Assistant 2009 $ $ Grand Total: $105, Total Hours: Blended Rate: $ The nature of work performed by these persons is fully set forth in Exhibit A attached hereto. These are PSZ&J's normal hourly rates for work of this character. The reasonable value of the services rendered by PSZ&J for the Debtor during the Interim Period is $105, In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and DOCS DE: /001 11

16 Case KJC Doc 555 Filed 03/06/18 Page 16 of 17 reasonable given (a) the complexity of the case, (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 the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del: Bankr. LR and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that, for the period December 1, 2017 through December 31, 2017, an interim allowance be made to PSZ&J for compensation in the amount of $105, and actual and necessary expenses in the amount of $3, for a total allowance of $109, and payment of $84, (80% of the allowed fees) and reimbursement of $3, (100% of the allowed expenses) be authorized for a total payment of $88,004.95, and for such other and further relief as this Court may deem just and proper. Dated: March ~, 2018 PACHULSKI STANG ZIEHL &JONES LLP S Laura I~~"~ones (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) li ones(a~pszj law.com dbertenthal(a~p szj law. com j mulvihill(a~pszj law. com Counsel to the Debtor and Debtor in Possession DOGS DE /001 I Z

17 Case KJC Doc 555 Filed 03/06/18 Page 17 of 17 STATE OF DELAWARE COUNTY OF NEW CASTLE VERIFICATION Laura Davis Jones, after being duly sworn according to law, deposes and says: a) I am a partner with the applicant law firm Pachulski Stang Ziehl &Jones LLP, and have been admitted to appear before this Court. b) I am familiar with the work performed on behalf of the Debtor by the lawyers and paraprofessionals of PSZ&J. 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. LR and the Administrative Order signed on or about Apri125, 2017, and submit that the Application substantially complies with such Rule and Order. SW~!~~:ND SUBSCRIBED More m~~this (~ day of, Laura Davis7ories,,, ~ii~i otary Public ~~~~ ~ ~.~ ~~~i My Commission Expires:` ~~' o M ~ ~Ss, ~'A ~ '-~ o - : g EXPIRES ~ SEPT. 16, 2018 /~~~9~F ~~ DES PAP ~\\ lllll DOCS DE: /001

18 Case KJC Doc Filed 03/06/18 Page 1 of 3 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: March 27, 2018 at 4:00 p.m. (ET) Hearing Date: Only if necessary NOTICE OF FILING OF FEE APPLICATION PLEASE TAKE NOTICE that on the date hereof, Pachulski Stang Ziehl & Jones LLP ("PSZ&J"), as counsel to the above-captioned debtor and debtor in possession (the "Debtor"), filed the Tenth Monthly Application for Compensation and Reimbursement of Expenses of Pachulski Stang Zzehl &Jones LLP, as Counsel fon the DebtoN and DebtoN in Possession, for the PeNiod from December 1, 2017 through December 31, 2017 (the "Application"), seeking fees in the amount of $105, and reimbursement of actual and necessary expenses in the amount of $3, for the period from December 1, 2017 through December 31, PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be made in writing, and be filed with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy"), 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before March 27, 2018 at 4:Q0 p.m. 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 DOCS DE /001

19 Case KJC Doc Filed 03/06/18 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 Debtor: 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));(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)). PLEASE TAKE FURTHER NOTICE that on April 25, 2017, the Bankruptcy Court entered the Order, Establishing Procedures fog Interim Compensation and Reimbursement of Expenses of Professionals (the "Order")[Docket No. 120]. Pursuant to the Order, in the absence of timely filed objections or responses, and upon the filing with the Bankruptcy Court of a certification of no objection, the Debtor is authorized to pay the professionals eighty percent (80%) of the fees, and one hundred percent (100%) of expenses without further notice or hearing. All fees and expenses paid to the professionals are subject to final approval by the Court. DOCS DE /001 2

20 Case KJC Doc Filed 03/06/18 Page 3 of 3 PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND 1N ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: March 6, 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, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) ijones@pszjlaw.com dbertenthal@pszj law. com j mulvihill@pszj law. com Counsel to the Debtor and Debtor in Possession DOCS DE /001 3

21 Case KJC Doc Filed 03/06/18 Page 1 of 35 EXHIBIT A

22 Case KJC Doc Filed 03/06/18 Page 2 of 35 Pachulski Stang Ziehl &Jones LLP 919 North Market Street 17th Floor Wilmington, DE December 31, 2017 Suzanne Roski, Chief Restructuring Officer Invoice Aquion Energy Inc. Client th Street Matter Pittsburgh, PA LDJ RE: Debtor Representation STATEMENT OF PROFESSIONAL SERVICES RENDERED THROUGH 12/31/2017 FEES EXPENSES TOTAL CURRENT CHARGES BALANCE FORWARD TOTAL BALANCE DUE $105, $3, $109, $117, $226,283.82

23 Case KJC Doc Filed 03/06/18 Page 3 of 35 Pachulski Stang Ziehl &Jones LLP Aquion Energy Inc Page: 2 Invoice December 31, 2017 Summary of Services by Task Code Task Code Description Hours Amount AD Asset Disposition [B 130] 5.10 $4, BL Bankruptcy Litigation [L430] $11, CA Case Administration [B110] 9.40 $2, CO Claims Admin/Objections[B310] 6.40 $3, CP Compensation Prof. [B 160] 5.00 $2, CPO Comp. of Prof./Others 5.20 $2, EB Employee Benefit/Pension-B $ EC Executory Contracts [B185] 0.50 $ FF Financial Filings [B 110] 0.30 $ GB General Business Advice [B410] 3.80 $3, PD Plan &Disclosure Stmt. [B320] $71, PI Plan Implementation [B320] 1.90 $1, RPO Ret. of Prof./Other 2.50 $1, $105, Summary of Services by Professional ID Name Title Rate Hours Amount ARP Paul, Andrea R. Case Man. Asst $ BMK Koveleski, Beatrice M. Case Man. Asst ~~ $ CAK Knotts, Cheryl A. Paralegal $ CJB Bouzoukis, Charles J. Case Man. Asst $ DJB Barton, David J. Partner ~ $2, DMB Bertenthal, David M. Partner $14, JMM Mulvihill, Joseph M. Associate $18, KKY Yee, Karina K. Paralegal $5, KSN Neil, Karen S. Case Man. Asst $82.50 LDJ Jones, Laura Davis Partner $28, RJG Gruber, Richard J. Counsel 995, $2, SLP Pitman, L. Sheryle Case Man. Asst ~~ $ TPC Cairns, Timothy P. Partner $28, WLR Ramseyer, William L. Counsel g~ $1, $105,167.50

24 Case KJC Doc Filed 03/06/18 Page 4 of 35 Pachulski Stang Ziehl &Jones LLP Page: 3 Aquion Energy Inc. Invoice December 31, 2017 Summary of Expenses Description Amount Auto Travel Expense [E109] $ Conference Call [E105) $3.26 Delivery/Courier Service $ Federal Express [E108] $ Pacer -Court Research $ Postage [E108] $ Reproduction Expense [E101] $1, Reproduction/ Scan Copy $ Transcript [E116] $63.05 $3,870.95

25 Case KJC Doc Filed 03/06/18 Page 5 of 35 Pachulski Stang Ziehl &Jones LLP Aquion Energy Inc Page: 4 Invoice December 31, 2017 Asset Disposition [B130) Hours Rate Amount 12/08/2017 RJG AD Conference with H Berman regarding property $ removal status, etc. 12/13/2017 RJG AD Participate in "all hands call" re property removal $ issues. 12/14/2017 RJG AD Work on markup of proposed tax credit agreement $1, /14/2017 JMM AD s re sale of tax credits $ /19/2017 RJG AD Finish markup of Tax Credit Agreement and $ message to J Mulvihill re same. 12/21/2017 DMB AD Follow up correspondence with J. Mulvihill re $ Fallbrook. 12/21/2017 JMM AD s with Rick Gruber re: fallbrook sale $ /21/2017 DMB AD Call with J. Mulvihill re Fallbrook (.3); $ correspondence from J. Mulvihill re same (.2). 12/22/2017 DMB AD Review draft Fallbrook notice $ /22/2017 RJG AD Exchange further messages with J Mulvihill re Tax ,00 $ Credit Agreement. 12/22/2017 JMM AD Call with Protiviti Re fallbrook issues $ /22/2017 JMM AD Drafting notice of fallbrook sale ,00 $ /22/2017 JMM AD Finalizing comments to Fallbrook purchase $90.00 agreement Bankruptcy Litigation [L430] 5.10 $4, /01/2017 JMM BL s with Karina re critical dates ,00 $ /01/2017 JMM BL with Protiviti re wyssmont $ /1 1/2017 KKY BL Draft 12/19/17 agenda ,00 $ /1 1/2017 KKY BL Draft certificate of service for 12/19/17 agenda $ /11/2017 ARP BL Prepare hearing notebook for hearing on 12/19/ $ /12/2017 ARP BL Prepare hearing notebook for hearing on 12/19/2017, $82,50 12/12/2017 JMM BL s re hearing dates ,00 $ /13/2017 KKY BL Draft (.1), ale (.1), and prepare for filing (.1) $ certification of counsel and order re omnibus hearing dates 12/13/2017 KKY BL Review and revise 12/19/17 agenda $ /13/2017 LDJ BL Telephone conference with Suzanne Roski, Heather $ Williams, David M. Bertenthal regarding WTP 12/13/2017 JMM BL s with Laura Davis Jones and chambers re ,00 $90.00

26 Case KJC Doc Filed 03/06/18 Page 6 of 35 Pachulski Stang Ziehl &Jones LLP Aquion Energy Inc Page: 5 Invoice December 31, 2017 hearing dates Hours Rate Amount 12/13/2017 JMM BL Attention to COC scheduling hearings $ /13/2017 JMM BL Attention to CNOs for ding $ /13/2017 JMM BL Comments to agenda $ /14/2017 KKY BL Review and revise 12/19/17 agenda $ /14/2017 KKY BL Review and revise binders for 12/19/17 hearing $ /14/2017 ARP BL Prepare hearing notebook for hearing on 12/19/ $ /15/2017 KKY BL File (.1), serve (.1), and prepare for filing and $140,00 service (.2) 12/19/17 agenda 12/15/2017 KKY BL File (,1) and prepare for filing (.1) certificate of $70.00 service for 12/19/17 agenda 12/15/2017 KKY BL Review and revise binders for 12/19/17 hearing $ /15/2017 LDJ BL Review matters scheduled for 12/19 hearing $ /15/2017 LDJ BL Preparation for 12/19 hearing $1, /15/2017 ARP BL Prepare hearing notebook for hearing on 12/19/ $ /15/2017 JMM BL Attention to agenda for filing $ /17/2017 LD7 BL Preparation for 12/19 hearing $1, /19/2017 LDJ BL Final preparation for 12/19 hearing $1, /19/2017 LDJ BL Attend 12/19 hearing $ /19/2017 LDJ BL Meeting with Suzanne Roski, Timothy P. Cairns $ regarding WIP, hearing follow-up tasks 12/19/2017 JMM BL Reviewing critical dates and s re upcoming $90.00 deadlines 12/20/2017 LDJ BL Correspondence with Kevin Engelman regarding $ extension of deadline to file answer 12/20/2017 LDJ BL Multiple calls to plaintiffs counsel regarding $ extension of answer deadline 12/20/2017 JMM BL Attention to stipulation and order extending $ response deadline for filing 12/21/2017 KKY BL Serve [signed] order scheduling omnibus hearing $35.00 dates 12/21/2017 KKY BL Draft affidavit of service for [signed] order $35.00 scheduling omnibus hearing dates 12/21/2017 JMM BL s re filed stipulations $ /22/2017 JMM BL s ~~ith Protiviti re: upcoming filings $ /23/2017 LDJ BL Review WIP $ /26/2017 JMM BL Finalizing and circulating removal extension motion $ /27/2017 DMB BL Review removal motion $190.00

27 Case KJC Doc Filed 03/06/18 Page 7 of 35 Pachulski Stang Ziehl &Jones LLP Aquion Energy Inc Page: 6 Invoice December 31, 2017 Hours Rate Amount 12/27/2017 KKY BL Serve [signed] order extending time to respond to $35.00 class cert motion (Dilascio) 12/27/2017 KKY BL Draft affidavit of service for [signed] order $35.00 extending time to respond to class cert motion (Dilascio) 12/27/2017 TPC BL Review motion to extend removal deadline $ /27/2017 JMM BL s re removal extension motion $ /28/2017 KKY BL Prepare for filing and service removal extension $ motion 12/28/2017 JMM BL Incorporating Suzanne's changes and finalizing $ removal motion for filing Case Administration [B110] $11, /01/2017 KKY CA Review and revise critical dates $ /01/2017 SLP CA Maintain document control $ /04/2017 SLP CA Maintain document control, $ /04/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/05/2017 KKY CA Review and revise critical dates $ /05/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/06/2017 KKY CA Review and revise critical dates $ /06/2017 SLP CA Maintain document control, $ /06/2017 KSN CA Maintain document control $ /06/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/07/2017 KKY CA Review and revise critical dates $ /07/2017 KSN CA Maintain document control, $ /07/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/08/2017 KKY CA Review and revise critical dates $ /11/2017 CJB CA Maintain document conri ol $ /12/2017 KSN CA Maintain document control $ /12/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/13/2017 SLP CA Maintain document control $ /13/2017 BMK CA Prepared daily memo narrative and coordinated $27,50 client distribution.

28 Case KJC Doc Filed 03/06/18 Page 8 of 35 Pachulski Stang Ziehl &Jones LLP Aquion Energy Inc Page: 7 Invoice December 31, 2017 Hours Rate Amount 12/14/2017 KKY CA Review and revise critical dates $ /14/2017 SLP CA Maintain document control $ /14/2017 CJB CA Maintain document control $ /14/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/15/2017 CAK CA Review document, update charts and organize to $65.00 file. 12/15/2017 KKY CA Review and revise critical dates $ /15/2017 SLP CA Maintain document control $ /15/2017 CJB CA Maintain document control $ /15/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/18/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/19/2017 CAK CA Review documents; update chart and organize to $65.00 file. 12/19/2017 SLP CA Maintain document control $ /19/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/20/2017 KKY CA Review and revise critical dates $ /20/2017 SLP CA Maintain document control $ /20/2017 CJB CA Maintain document control $ /20/2017 BMK CA Prepared daily memo narrative and coordinated ,00 $27.50 client distriuution, 12/21/2017 KKY CA Review and revise critical dates $ /21/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/22/2017 CJB CA Maintain document control $ /22/2017 ARP CA Maintain document control $ /22/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/26/2017 SLP CA Maintain document control $ /26/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. 12/27/2017 KKY CA Review and revise critical dates ,00 $ /27/2017 SLP CA Maintain document control ,00 $ /27/2017 CJB CA Maintain document control $ /27/2017 BMK CA Prepared daily memo narrative and coordinated $27.50

29 Case KJC Doc Filed 03/06/18 Page 9 of 35 Pachulski Stang Ziehl &Jones LLP Aquion Energy Inc Page: 8 Invoice December 31, 2017 client distribution. Hours Rate Amount 12/28/2017 KKY CA Review and revise critical dates $ /28/2017 SLP CA Maintain document control $ /28/2017 BMK CA Prepared daily memo narrative and coordinated $27,50 client distribution. 12/29/2017 SLP CA Maintain document control $ /29/2017 BMK CA Prepared daily memo narrative and coordinated $27.50 client distribution. Claims Admin/Objections[B310) 9.40 $2, /01/2017 DMB CO Correspondence with J. Mulvihill re claims issues $ /01/2017 JMM CO Comments to Tyco/ Crestmark claim $ /01/2017 JMM CO with Protiviti re Tyco/ Crestmark Claim $ /06/2017 DMB CO Correspondence with J. Mulvihill re Vale Vista $ /06/2017 JMM CO Drafting vale vista objection and s with $ Protiviti 12/07/2017 JMM CO Drafting objection to vale vista motion $ /08/2017 JMM CO Finalizing vale vista objection and s with Dave $90.00 re same 12/12/2017 DMB CO Correspondence with J. Mulvihill re Vale Vista. 0, $ /12/2017 JMM CO s with vale vista re admin motion $ /13/2017 DMB CO Correspondence with J. Mulvihill and M. Hulford re 0, $ Vale Vista. 12/13/2017 TPC CO Correspondence with team and client re: potential 0, $ claims from landlord 12/13/2017 JMM CO s re vale vista admin claim motion 0, $ /13/2017 JMM CO Edits to Vale Vista objection $ /13/2017 JMM CO Telephone call with vale vista re admin claim $ /13/2017 JMM CO Attention to E-One Moli energy claim $ /14/2017 DMB CO Correspondence with-j. Mulvihill re Vale Vista. 0, $ /14/2017 JMM CO Einails re vale vista objection $ /21/2017 JMM CO s with CRG and Protiviti re claim payments $ /22/2017 JMM CO Call with Viper Transport re: case update $ /26/2017 DMB CO Review materials re pending claims issues $475, $3,892.50

30 Case KJC Doc Filed 03/06/18 Page 10 of 35 Pachulski Stang Ziehl &Jones LLP Page: 9 Aquion Energy Inc. Invoice December 31, 2017 Compensation Prof. [B160] Hours Rate Amount 12/05/2017 CAK CP Review and update September fee application $ /05/2017 CAK CP Review and edit September bill $ /06/2017 CAK CP Edit September fee application; coordinate posting, $65.00 filing and service of same. 12/06/2017 KKY CP Prepare for filing and service 7th fee app of PSZ&J $ for September /12/2017 WLR CP Prepare Oct fee application $ /13/2017 KKY CP Prepare for filing certification of no objection re 6th $35.00 fee app of PSZ&J for August /13/2017 WLR CP Draft October 2017 fee application $ /14/2017 WLR CP Review and revise Oct fee application $ /18/2017 KKY CP Draft (.1), file (.1), and prepare for filing (.1) $ certification of no objection re 2nd quarterly fee app of PSZ&J for 6/1/17 through 8/31/17 12/27/2017 KKY CP Draft certification of no objection re 7th fee app of $35.00 PSZ&J for September /28/2017 KKY CP File (.1) and prepare for ding (.1) certification of no $70.00 objection re 7th fee app of PSZ&J for September /28/2017 JMM CP Attention to PSZ&J cno for filing $90.00 Comp. of Prof./Others 5.00 $2, /01/2017 KKY CPO Review and revise fee chart $ /05/2017 KKY CPO Review and revise fee chart 0, $ /06/2017 KKY CPO Review and revise fee chart $ /07/2017 KKY CPO Draft (.1), file (.1), and prepare for filing (.1) $ certification of no objection re 7th fee app of Morgan Lewis for October /07/2017 KKY CPO Review and revise fee chart $ /07/2017 JMM CPO Einails re MLB fee application 0, $ /13/2017 KKY CPO Review and revise fee chart $ /13/2017 JMM CPO s with MLB re interim fees $ /13/2017 JMM CPO s re omnibus notice for fee hearing $ /15/2017 KKY CPO File (.1), serve (.l), and prepare for filing and $ service (.2) 9th staffing report of Protiviti for November 2017

31 Case KJC Doc Filed 03/06/18 Page 11 of 35 Pachulski Stang Ziehl &Jones LLP Page: 10 Aquion Energy Inc. Invoice December 31, 2017 Hours Rate Amount 12/15/2017 KKY CPO Draft (,1), file (.l), and prepare for filing (.1) 0.30 certificate of service for 9th staffing report of $ Protiviti for November /15/2017 JMM CPO Comments to Protiviti staffing report $ /15/2017 JMM CPO Comments to Protiviti staffing notice $90,00 12/18/2017 KKY CPO Review and revise fee chart $ /18/2017 JMM CPO s re payment of interim fee applications $ /19/2017 JMM CPO Reviewing docket regarding interim fees $ /19/2017 KKY CPO Draft certification of no objection re 1st quarterly $35.00 staffing report of Protiviti for 3/8/17 through 6/30/17 12/19/2017 KKY CPO Draft certification of no objection re 2nd quarterly $35.00 staffing report of Protiviti for 7/1/17 through 9/30/17 12/19/2017 JMM CPO s with Protiviti re interim fees $ /20/2017 KKY CPO Prepare for filing and service 2nd quarterly fee app $ of Morgan Lewis for 6/1/17 through 8/31/17 12/20/2017 KKY CPO Review and revise fee chart $ /20/2017 JMM CPO Attention to fallbrook rate change issues $ /20/2017 JMM CPO Attention to MLB fee application for filing $ /27/2017 JMM CPO Attention to 2 protiviti CNOs for filing $ /28/2017 KKY CPO Review and revise fee chart $ $2, Employee Benefit/Pension-B220 12/01/2017 JMM EB Call with PBGC re benefit plans $ /01/2017 JMM EB s with Dave and Tim re plan filings $ /04/2017 JMM EB s re DOL issues $ $ Executory Contracts [B185] 12/13/2017 TPC EC Correspond with client re: return of leased copier $ /21/2017 JMM EC s with Hawaii re: lease/contract $ $ Financial Filings [B110] 12/21/2017 KKY FF Prepare for filing and service monthly operating $ report for November $105.00