Case BLS Doc 111 Filed 12/07/17 Page 1 of 13

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1 Case BLS Doc 111 Filed 12/07/17 Page 1 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re : Chapter 11 : ExGen Texas Power, LLC : Case No (BLS) et al., : : (Jointly Administered) Debtors. 1 : x PERIODIC REPORT REGARDING VALUE, OPERATIONS AND PROFITABILITY OF ENTITIES IN WHICH THE DEBTORS HOLD A SUBSTANTIAL OR CONTROLLING INTEREST ExGen Texas Power, LLC ( EGTP ) and its debtor affiliates in the above-captioned chapter 11 cases (collectively, the Debtors ) file this report, dated as of December 7, 2017 (the Periodic Report ) pursuant to Rule of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ) reporting the value, operations and profitability of the follwing nondebtor entities for which the Debtors directly or indirectly hold a substantial or controlling interest (the Non-Debtors ): Non-Debtor Interest of the Debtors Wolf Hollow Services, LLC 50% Services, LLC 50% Wolf Hollow Services, LLC ( WHS ) is a Delaware limited liability company jointly owned by Wolf Hollow I Power, LLC ( WHI ) and Wolf Hollow II Power, LLC ("WHII"). WHS and its owners entered into a Shared Asset and Services Agreement pursuant to which WHS agreed to possess, own, operate, maintain, and administer certain assets for the benefit of WHI and WHII and each of WHI and WHII has the right to use such assets. Services, LLC ( CBS ) is a Delaware limited liability company jointly owned by I Power, LLC ( CBI ) and II Power, LLC ("CBII"). CBS and its owners entered into a Shared Asset and Services Agreement pursuant to which CBS agreed to possess, own, operate, maintain, and administer certain assets for the benefit of CBI and CBII and each of CBI and CBII has the right to use such assets. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: ExGen Texas Power, LLC (4129); ExGen Texas Power Holdings, LLC (2209); Wolf Hollow I Power, LLC (6945); I Power, LLC (9083); Handley Power, LLC (4091); Mountain Creek Power, LLC (6288); and LaPorte Power, LLC (5101). The mailing address of each of the Debtors, solely for purposes of notices and communications, is 1310 Point Street, Baltimore, MD Page 1 of 13

2 Case BLS Doc 111 Filed 12/07/17 Page 2 of 13 This Periodic Report consists of three exhibits: Exhibit A contains a valuation estimate for the Non-Debtors and a description of the valuation method used. Exhibit B contains, for each Non-Debtor: o A balance sheet as of December 31, 2016 (Exhibit B-1a); o A balance sheet as of October 31, 2017 (B-1b); o A statement of income (loss) for the period ending December 31, 2016 (Exhibit B-2a); o A statement of income (loss) for the period ending October 31, 2017 (Exhibit B-2b); o A statement of cash flows for the period ending December 31, 2016 (Exhibit B-3a); o A statement of cash flows for the period ending October 31, 2017 (Exhibit B-3b); o A statement of changes in members equity (deficit) for the period ending December 31, 2016 (Exhibit B-4a); o A statement of changes in members equity (deficit) for the period ending October 31, 2017 (Exhibit B-4b); and o Notes to Exhibit B. Exhibit C contains a description of the business operations of each Non-Debtor. The financial information included in this Periodic Report is unaudited. Although management has made reasonable efforts to ensure that the financial information is accurate and complete based on information that was available to them at the time of the preparation, subsequent information or discovery may result in material changes to the information, and inadvertent errors or omissions may exist. Nothing contained in this filing shall constitute a waiver of any rights of the Debtors, specifically including the Debtors right to amend the information. I, the undersigned, having reviewed the above listing of entities in which the Debtors hold a substantial or controlling interest, and being familiar with the Debtors financial affairs, verify under penalty of perjury that the listing is complete, accurate and truthful to the best of my knowledge. Date: December 7, 2017 /s/ David Rush Sigature of Authorized Individual David Rush Name of Authorized Individual Chief Restructuring Officer Title of Authorized Individual Page 2 of 13

3 Case BLS Doc 111 Filed 12/07/17 Page 3 of 13 Exhibit A Valuation Estimate for Non-Debtors Non-Debtor Net Book Value Wolf Hollow Services, LLC $2,009,493 Services, LLC $233,128 Description of Valuation Method: The basis for each valuation is the book value of equity calculated as the total net book value of assets less total liabilities as of October 31, The book balances for the assets and liabilities of each entity are maintained based on historic cost as adjusted in accordance with the requirements of U.S. generally accepted accounting principles ( U.S. GAAP ). Note (1): It would be prohibitively expensive, unduly burdensome, and an inefficient use of estate resources for the Debtors to obtain current market valuations of the Non-Debtors. Accordingly, net book value is used. Page 3 of 13

4 Case BLS Doc 111 Filed 12/07/17 Page 4 of 13 Exhibit B-1a Non-Debtor Balance Sheets for the Fiscal Year Ended December 31, 2016 December 31, 2016 ASSETS Current Assets: Materials & Supplies $ - $ - Assets Held for Sale - - Total Current Assets $ - $ - Non-current Assets: PP&E, net 9,099,895 1,702,724 Total Assets $ 9,099,895 $ 1,702,724 LIABILITIES & EQUITY (DEFICIT) Liabilities Accounts Payable 751, ,556 Asset Retirement Obligations 207,477 24,815 Other Non-current Liabilities - - Total Liabilities $ 958,729 $ 277,371 Stockholders' Equity (Deficit) Membership Interest 8,663,005 1,805,723 Retained/Undistributed Earnings (521,839) (380,370) Total Equity $ 8,141,166 $ 1,425,353 Total Liabilities and Equity $ 9,099,895 $ 1,702,724 Page 4 of 13

5 Case BLS Doc 111 Filed 12/07/17 Page 5 of 13 Exhibit B-1b Non-Debtor Balance Sheets as of October 31, 2017 October 31, 2017 ASSETS Current Assets: Materials & Supplies $ 103,217 $ - Assets Held for Sale 1,276, ,691 Total Current Assets $ 1,379,902 $ 511,691 Non-current Assets: PP&E, net 1,583,286 - Total Assets $ 2,963,188 $ 511,691 LIABILITIES & EQUITY (DEFICIT) Liabilities Accounts Payable 751, ,556 Liabilities Held for Sale 202,443 26,006 Other Non-Current Liabilities - - Total Liabilities $ 953,695 $ 278,562 Stockholders' Equity (Deficit) Membership Interest 6,406,010 1,345,723 Retained/Undistributed Earnings (4,396,517) (1,112,595) Total Equity $ 2,009,493 $ 233,128 Total Liabilities and Equity $ 2,963,188 $ 511,691 Page 5 of 13

6 Case BLS Doc 111 Filed 12/07/17 Page 6 of 13 Exhibit B-2a Non-Debtor Statements of Income (Loss) for the Fiscal Year Ended December 31, 2016 December 31, 2016 Revenue $ - $ - Expenses Operating & Maintenance 3, Depreciation & Amortization 249, ,857 Other (Income) and Deductions - 6,872 Total Expenses $ 252,925 $ 210,145 Net Income $ (252,925) $ (210,145) Page 6 of 13

7 Case BLS Doc 111 Filed 12/07/17 Page 7 of 13 Exhibit B-2b Non-Debtor Statements of Income (Loss) for the Ten Months Ended October 31, 2017 October 31, 2017 Revenue $ - $ - Expenses Operating & Maintenance 3,754, ,664 Depreciation & Amortization 120,163 47,560 Other (Income) and Deductions - - Total Expenses $ 3,874,678 $ 732,225 Net Income $ (3,874,678) $ (732,225) Page 7 of 13

8 Case BLS Doc 111 Filed 12/07/17 Page 8 of 13 Exhibit B-3a Non-Debtor Statements of Cash Flow for the Fiscal Year Ended December 31, 2016 December 31, 2016 Cash Flows from Operating Activities Net Income (loss) $ (252,925) $ (210,145) Depreciation and Accretion 252, ,273 Impairment of Long-lived Assets - 6,872 Net Cash Provided (Used) by Operating Activities $ - $ - Cash Flows from Investing Activities - - Net Cash Provided (Used) by Investing Activities $ - $ - Cash Flows from Financing Activities - - Net Cash Provided (Used) by Financing Activities $ - $ - Net Increase (Decrease) in Cash and Cash Equivalents $ - $ - Ending Cash and Cash Equivalents $ - $ - Page 8 of 13

9 Case BLS Doc 111 Filed 12/07/17 Page 9 of 13 Exhibit B-3b Non-Debtor Statements of Cash Flow for the Ten Months Ending October 31, 2017 October 31, 2017 Cash Flows from Operating Activities Net Income (loss) $ (3,874,678) $ (732,225) Depreciation and Accretion 129,040 48,628 Impairment of Long-lived Assets 3,745, ,597 Net Cash Provided (Used) by Operating Activities $ - $ - Cash Flows from Investing Activities - - Net Cash Provided (Used) by Investing Activities $ - $ - Cash Flows from Financing Activities - - Net Cash Provided (Used) by Financing Activities $ - $ - Net Increase (Decrease) in Cash and Cash Equivalents $ - $ - Ending Cash and Cash Equivalents $ - $ - Page 9 of 13

10 Case BLS Doc 111 Filed 12/07/17 Page 10 of 13 Exhibit B-4a Non-Debtor Statements of Changes in Members Equity (Deficit) for the Fiscal Year Ending December 31, 2016 December 31, 2016 Balance, Beginning of Period $ 8,394,091 $ 1,635,498 Net Income (252,925) (210,145) Balance, End of Period $ 8,141,166 $ 1,425,353 Page 10 of 13

11 Case BLS Doc 111 Filed 12/07/17 Page 11 of 13 Exhibit B-4b Non-Debtor Statements of Changes in Members Equity (Deficit) for the Ten Months Ending October 31, 2017 October 31, 2017 Balance, Beginning of Period $ 8,141,166 $ 1,425,353 Net Income (3,874,678) (732,225) Member Distributions (2,256,995) (460,000) Balance, End of Period $ 2,009,493 $ 233,128 Page 11 of 13

12 Case BLS Doc 111 Filed 12/07/17 Page 12 of 13 Notes to Exhibit B-1, B-2, B-3 and B-4 1. Disclaimer. The financial statements and information contained in the Periodic Report are unaudited and may not comply with U.S. GAAP. While management of the Debtors has made every reasonable effort to ensure that these financial statements are accurate and complete based upon information that was available at the time of preparation, the subsequent receipt of information may result in material changes in the data contained in these financial statements, and inadvertent errors or omissions may exist. To the extent the Debtors discover additional information that may differ materially from the information set forth in the financial statements contained herein, the Debtors may amend, supplement or otherwise modify this Periodic Report to reflect such changes. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this Periodic Report as they deem necessary or appropriate. 2. Reservation of Rights. Nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors rights or an admission with respect to their chapter 11 cases including, but not limited to, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or recharacterization of contracts, assumption or rejection of contracts under the provisions of chapter 3 of title 11 of the United States Code (the "Bankruptcy Code ) and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. 3. Basis of Presentation. The financial statements and information contained herein have been derived from the books and records of the Debtors and Non-Debtors and is presented on the same basis for each entity. The accompanying financial information does not include footnotes and certain financial presentations normally required by U.S. GAAP. Unless otherwise indicated, the basis for all current values included in this Periodic Report was the net book value from relevant corporate books and records as of December 31, 2016 or October 31, 2017, as indicated herein. The net book value may not reflect the current value of the respective assets. In particular, for amounts receivable by Non-Debtor entities from entities who are Debtors in these proceedings, no consideration has been made as to whether the chapter 11 proceedings will result in the amount ultimately received being less than the amount stated in the financial information. Given, among other things, the uncertainty surrounding the collection and ownership of certain assets and the allocation and nature of certain liabilities, to the extent that a Non- Debtor shows more assets than liabilities, this is not an admission that the Non-Debtor was solvent as of the commencement of the Debtors chapter 11 cases (the Petition Date ) or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other financial information included in this Periodic Report. Likewise, to the extent that a Non-Debtor shows more liabilities than assets, this is not an admission that the Non-Debtor was insolvent at the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other financial information included in this Periodic Report. For the reasons discussed above, the Debtors caution readers not to place undue reliance upon the information contained in this Periodic Report. Page 12 of 13

13 Case BLS Doc 111 Filed 12/07/17 Page 13 of 13 Exhibit C Description of Operations for Non-Debtors Wolf Hollow Services, LLC WHI and WHII share certain assets that are owned by WHS pursuant to a Shared Assets and Services Agreement. WHS possesses, owns, operates, maintains, and administers the shared assets. These assets include: Texas Pollutant Discharge Elimination System ( TPDES ) Wastewater Discharge Permit FCC Radio License No. WQRJ704 Amended and Restated Water Supply Agreement with Brazos River Authority Raw water supply line, intake pumps, storm water retention pond, water tanks, wastewater treatment plant, wastewater discharge line Administrative building, maintenance shop and contents Storage warehouses 1 through 4 and contents Various trucks, ATVs, forklifts, and other industrial vehicles used and stored on the project site Security infrastructure, including the guard house and fencing Services, LLC CBI and CBII share certain assets that are owned by CBS pursuant to a Shared Assets and Services Agreement. CBS possesses, owns, operates, maintains, and administers the shared assets. These assets include: TPDES Wastewater Discharge Permit FCC Radio License No Well Operating Permit issued by Coastal Bend Groundwater Conservation District Water wells, raw water supply line, raw water intake pumps, well pumps, water tank, water treatment station, wastewater discharge line and ancillary equipment Administrative building Storage warehouse B and install building Oil storage building Technical library/storage building Various vehicles including forklifts and other industrial vehicles Security infrastructure, including the fencing Additional safety equipment Page 13 of 13