Case KJC Doc 341 Filed 09/06/17 Page 1 of 3

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1 Case KJC Doc 341 Filed 09/06/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC., Debtor. Case No (KJC) Objection Deadline: September 20, 2017 at 4:00 p. m. (ET) MONTHLY STAFFING REPORT BY PROTIVITI, INC. FOR THE PERIOD OF JULY 1, 2017 THROUGH 3ULY 31, 2017 Pursuant to the DebtoN's Motion to Employ and Retain Protiviti, Inc, to PNovide a Chief RestructuNing OfficeN and Additional Restructuring Support PeNsonnel for the DebtoN Pursuant to I1 U.S.C. ~~ 363(B), 105(A) Nunc PNo Tunc to the Petition Date, filed March 9, 2017 (the "Motion") [Docket No. 21 ], and further modified by the Certification of Counsel Submitting Revised PNoposed ONder AuthoNizing and Approving Employment and Retention of PNotiviti, Inc. to Provide a Chief RestNuctuNing Officer and Additional PeNsonnel for the DebtoN PuNsuant to 11 U.S.C. ~~ 363(B), 105(A) Nunc Pro Tunc to the Petztion Date, filed May 1, 2017 (the "Revised Order") [Docket No. 129], Protiviti Inc. ("Protiviti") hereby files its monthly staffing report (the "Staffin~Report") for the period of July 1, 2017 through July 31, 2017 (the "Reportin~Period"), and in support of such report represents as follows: 1. Pursuant to the terms of Protiviti's engagement letter (the "Enga ement 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 341 Filed 09/06/17 Page 2 of 3 projections, and assisting with financial analysis and modeling in support of the closing of a sale transaction, 2. The Court approved and eiatered the Revised Order on May 2, 201'7. [Docket No. 132] 3. Protiviti filed its March Staffing Report on June 9, [Docket No, 223] ~. Protiviti filed its Ap1~il Sta~fxng Reparti on June 29, 2017, Docket No. 264a S. Protiviti filed its May Staffing Re~art on July 19, [Docket No, Protiviti filed its Junc Staffing Report on August 29, 2017, [Dacicet No, ~~6) "1. e'er tike Motion and Revised Order, Suzanne Raski serves as the Debtors' CRO daring the pendency of this chapter I I case, 8. Ptusuant to the Motion, Protiviti is required to file monthly staffing reports ("Staffixa~ Reports"} with the Bankruptcy Court and serve same on the Notice Parties. Prativiti shall file with the Court and serve by ar 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 shall include: (i}the names,positions, and functions filled by all Protiviti Professia~als assigned to the engagement;; (ii) the total hours worl~ed by each Prativiti Proi'assional assigned to tk~e engagement; and {iii} the itemized expenses incurred, including expense detail. Consistent with the Motion, the Staffing Repat~ shah remain subj eat to review by the Bankruptcy Court in the event so requested by the Notice Parties. 2

3 Case KJC Doc 341 Filed 09/06/17 Page 3 of 3 services to the Debtor; 9. During the Reporting Period, tie follawin~; Protiviti Professionals provided Name Title Deseri Lion of Function Hours Suzanne Roslci Managing Director CRC} 98.2 heather Williams Director CRO Operational Support 'John Siena Senior Consultant CRO Operational Suppart 10.3 Total Houzs ~ ~ 214,7 Exhibits A. 10. Protiviti's ite~aized expanses for the Re~ortin~ Period are attached here as Dated; Septambex 6, 2017 PROTIVI C, Suzanne B, Roslci Managing Director losi East Cary Street, Suite b02 Ric~amond, VA 23219

4 Case KJC Doc Filed 09/06/17 Page 1 of 2 IN THE UNITED STATES SANK~ZUPTCY COURT FOR THE_ DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC.,1 Case No (KJC) Debtor. Objection Deadline: September 20, 2017 at 4:00 p.m. (ET) NOTICE OF FILING OF MONTHLY STAFFING REPORT BY PROTIVITI, INC. FOR THE PERIOD OF JULY 1, 2017 THROUGH JULY 31, 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 July 1, 2017 through July 31, 2017 (the "Staffing Report") 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 September 20, 2017 at 4:00 p.~n. 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 ll 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 Susan Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS DE /001.

5 Case KJC Doc Filed 09/06/17 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) and Barry Z. Bazian, Esq. (bbazian@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: September 6, 2017 PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M. Mulvzhzll 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 dbertenthal@pszj law.com jmulvihill@pszj law. com Counsel to the Debtor and Debtor in Possession DOCS Dr /001 2

6 Case KJC Doc Filed 09/06/17 Page 1 of 1 AET Winddown, Inc, Protiviti Staffing Report -July 2017 Expenses Incun'ed by CIZO and Support Professionals Exhibit A Date Professional Expense Description An70Ullt 07/O6/I7 Taylor, ~3riau C Sale data room hosted by V~Rootns $ /10/17 Roski, Suzanne B Airfare /I O/17 Williams, Heather G Airfare 9A7 07/10/17 Williams, Heather G Baggage ~'ee 25 07/10/17 Rosld, Suzanne B Taxi to airporc from Dome :i8 Q7/10/17 Roski, Suzanne B Taxi fiam client to hotel 10 07/l Jl17 Williams, FIeather G Hotel parking 32 07/17/17 Williams, Heather G Rental Car /12/17 Williams, Heather G Baggage Fee 25 d7/i2/17 Williams, Ī feather G Hotel lodging 3S7 07/J2/17 Roski, Suzanne B Hotel lodging /12/17 Raski, Suzanne B Taxi from airport to ProCiviti pffice 19 07/12/I7 Williams, Heather G Airport parking 36 07/17/17 Seay, I.,inda B FadEx fiom T. Crane 13 T'atal Expenses $ 3,383

7 Case KJC Doc Filed 09/06/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT F4R THE DISTRICT OF DELAWARE In re: Chapter 11 AEI WINDDOWN, INC., Case No (KJC) Debtor. CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 6th day of September, 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 July 1, 2017 through July 31, 2017 Monthly Staffing Report By Protiviti, Inc, for the Period of July 1, 2017 through July 31, 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/lc/a Aquion Energy, Inc.) (1370). The Debtor's headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Susan Roski, 1051 East Cary Street, Suite 602, Richmond, VA ROCS DE /001

8 Case KJC Doc Filed 09/06/17 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. Barry Z. Bazian, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY First Class Mail (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esq. Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ DOCS DE:213837, /001