Case Document 474 Filed in TXSB on 02/15/17 Page 1 of 10

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1 Case Document 474 Filed in TXSB on 02/15/17 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: CHAPTER 11 (Jointly Administered) SHORELINE ENERGY LLC, et al., 1 CASE NO DEBTORS. NOTICE OF JACKSON WALKER L.L.P. S SECOND MONTHLY FEE STATEMENT FOR THE PERIOD JANUARY 1, 2017, THROUGH JANUARY 31, 2017 This notice implements the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals entered on December 1, 2016 [Dckt. No. 124]. If you oppose the fees requested herein, you must serve your response within twenty (20) days of the date this was served on you. Jackson Walker L.L.P. ( JW ) has applied, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the Fee Procedure Order ) entered on December 1, 2016 [Dckt. No. 124], for payment to JW of interim compensation for services rendered and reimbursement of expenses incurred during the period commencing January 1, 2017, through January 31, 2017 (the Second Monthly Fee Statement ). JW seeks payment of interim compensation in the total amount of $5, This total is composed of the following: $5, (80% of the fees for services rendered), plus $2.72 (100% of the interim expenses incurred). Summaries of the fees and expenses are attached hereto as Exhibits A, B, and C. 1 The Debtors are the following eight entities (the last four digits of their respective taxpayer identification numbers follow in parenthesis): Shoreline Energy LLC (2777); Shoreline Southeast LLC (0562); Shoreline Offshore LLC (2882); Harvest Development LLC (2703); Shoreline GP LLC (5184); Shoreline Central Corporation (1579); Shoreline Energy Partners, LP (5035); Shoreline EH LLC (6570). The address of each of the Debtors is Greenspoint Park Drive, No. 380, Houston, Texas

2 Case Document 474 Filed in TXSB on 02/15/17 Page 2 of 10 Pursuant to the Fee Procedure Order, any party objecting to the payment of interim compensation and reimbursement of expenses as requested shall, within twenty (20) days of service of the Second Monthly Fee Statement, serve via to the following Application Recipients (as defined in the Fee Procedure Order), a written notice, setting forth the precise nature of the objection and the amount at issue: a. the Debtors, c/o Shoreline Energy LLC, Greenspoint Park Drive, No. 380, Houston, Texas (Attn: Toby Hamrick); b. Debtors co-counsel, Jones Day, 717 Texas Avenue, Houston, Texas (Attn: Thomas Howley); c. Debtors co-counsel, Jackson Walker L.L.P., 1401 McKinney Street, Suite 1900, Houston, Texas (Attn: Patricia B. Tomasco); d. the Office of the United States Trustee for the Southern District of Texas, 515 Rusk Street, Suite 3516, Houston, Texas (Attn: Hector Duran); e. counsel to Morgan Stanley Energy Capital Inc. in its capacity as administrative agent under the proposed postpetition credit agreement and as administrative agent under the Debtors prepetition secured credit facility, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York (Attn: Sandeep Qusba); f. counsel to HPS Investment Partners, LLC, as a restructuring support party under the Restructuring Support Agreement, Vinson & Elkins LLP, 1001 Fannin Street, Suite 2500, Houston, Texas (Attn: William Wallander); g. co-counsel to the Committee of Unsecured Creditors, Arent Fox, 1675 Broadway, New York, New York (Attn: Robert M. Hirsch); and h. co-counsel to the Committee of Unsecured Creditors, Royston, Rayzor, Vickery & Williams LLP, 1600 Smith Street, Suite 5000, Houston, Texas Thereafter, the objecting party and the Professional shall attempt to resolve the objection on a consensual basis If the parties reach an agreement, the Debtors shall promptly pay 80% of the agreed-upon fees and 100% of the agreed-upon expenses. If, however, the parties are unable to reach a resolution of the objection within fourteen (14) days after service of the objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with

3 Case Document 474 Filed in TXSB on 02/15/17 Page 3 of 10 a request for payment of the difference, if any, between the Maximum Payment and the Actual Payment made to the affected Professional (the Incremental Amount ); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the affected Professional. Respectfully submitted this 15th day of February, JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX (713) (Phone) (713) (Fax) By: /s/ Patricia B. Tomasco Patricia B. Tomasco State Bar No (512) Direct Phone (512) Direct Fax address: ptomasco@jw.com Matthew D. Cavenaugh State Bar No (713) Direct Phone (713) Direct Fax address: mcavenaugh@jw.com Jennifer F. Wertz State Bar No (512) Direct Phone (512) Direct Fax address: jwertz@jw.com CO-COUNSEL FOR DEBTORS

4 Case Document 474 Filed in TXSB on 02/15/17 Page 4 of 10 EXHIBIT A SECOND MONTHLY FEE STATEMENT INVOICE

5 Case Document 474 Filed in TXSB on 02/15/17 Page 5 of 10 Remit by mail to: P. O. Box Dallas, Tx ATTORNEYS & COUNSELORS Remit by wire or ACH to: Bank of America, N.A. Acct # Wire Routing # ACH Routing # Int'l use only: Swift Code: BOFAUS3N Federal Tax ID: Payment due upon receipt. Please include Invoice No. with remittance. Ref No.: PBT2 Invoice No: 0 (512) /sbedinghaus@jw.com Page 3 Invoice Date: 02/15/17 Shoreline Energy Holdings LLC Attention: Frank D. Willoughby CFO and Treasurer Greenpoint Park Drive, Suite 380 Houston, TX Re: Restructuring FOR LEGAL SERVICES RENDERED and expenses incurred in connection with the above-referenced matter for the period ending January 31, 2017: INVOICE SUMMARY Total Fees $6, Total Expenses 2.72 Total Due This Invoice: $6,

6 Case Document 474 Filed in TXSB on 02/15/17 Page 6 of 10 TIME DETAIL: Date Timekeeper Hours Amount Description Case Administration: 01/13/17 B. Howell Review numerous pleadings filed in Shoreline Energy over the last several days. 01/17/17 B. Howell Review documents filed in Shoreline Energy over the last several days. 01/25/17 B. Howell Review all ECF filings in Shoreline Energy filed over the last 2 days. Total Case Administration 2.0 $ Fee/Employment Applications: 01/12/17 B. Howell Begin to prepare the Monthly Fee Statement for November and December. 01/13/17 B. Howell Continue to prepare the draft November and December Monthly Fee Statement. 01/18/17 P. Tomasco Review and coordinate the filing of the Monthly Fee Statement. 01/18/17 B. Howell Draft and finalize the First Monthly Fee Statement for Jackson Walker (1.6); forward to P. Tomasco for her review and comments (.3). 01/19/17 B. Howell Finalize and file the First Monthly Fee Statement (.3); forward copies to Shoreline Energy and Royston Rayzor since they did not receive via ECF (.1). Total Fee/Employment Applications 4.1 $ 1, Board of Directors Matters: 01/16/17 C. Baker Conference with P. Green regarding restructuring formation documents. 01/17/17 P. Tomasco Review and comment on proposed liquidating trust structure and amendments to corporate governance documents. 01/17/17 P. Tomasco Prepare for and meet with J. Wertz and C. Baker and call to P. Green regarding plan implementation issues. 01/17/17 C. Baker 2.1 1, Conference with P. Green regarding Shoreline restructuring (.4); conference with P. Tomasco, P. Green and J. Wertz regarding restructuring agreement (.6); draft Fifth Amended and Restated Company Agreement of Shoreline EH LLC (1.1)

7 Case Document 474 Filed in TXSB on 02/15/17 Page 7 of 10 Date Timekeeper Hours Amount Description 01/17/17 J. Wertz Participate in conference call with P. Green, P. Tomasco, and C. Baker concerning corporate work needed in relation to proposed plan and substantive consolidation of entities thereunder. 01/20/17 C. Baker Continue to draft the Fifth Amended and Restated Company Agreement for Shoreline EH (.6); conference with C. Giraud regarding the same (.2); conference with J. Wertz and P. Tomasco regarding the same (.2). 01/21/17 J. Wertz Review proposed plan for establishment of trust to assist with creation of necessary governance documents (.6); review proposed liquidating trust agreements from Jones Day (.3); and confer with C. Baker concerning same (.1). 01/22/17 C. Baker Incorporate comments from J. Wertz to the Fifth Amended and Restated Company Agreement for Shoreline EH (.3); correspondence with P. Green regarding the same (.1). 01/23/17 C. Baker Review Company Agreement for Restructuring Plan (.6); incorporate comments from J. Wertz to the same (1.0); correspondence with P. Green regarding the same (.2). 01/24/17 C. Baker Conference with J. Wertz regarding the restructuring plan. 01/27/17 C. Baker Review Shoreline restructuring documentation filed by Jones Day (.2); conference with J. Wertz regarding the same (.1). Total Board of Directors Matters 8.9 $ 4, Plan and Disclosure Statement (including Business Plan): 01/05/17 P. Tomasco Coordinate with Jones Day and the Court regarding a disclosure statement setting. 01/27/17 J. Wertz Review Plan Supplement filed by the Debtors and form of governance document included therein (.1); and confer with C. Baker concerning revisions from Jackson Walker (.1). Total Plan and Disclosure Statement (including Business Plan) 0.4 $ Total Fees $6,

8 Case Document 474 Filed in TXSB on 02/15/17 Page 8 of 10 Expenses: Postage 2.72 Total Expenses 2.72 TOTAL DUE THIS INVOICE: $6,

9 Case Document 474 Filed in TXSB on 02/15/17 Page 9 of 10 EXHIBIT B SECOND MONTHLY FEE STATEMENT EXPENSES BY TYPE Expense Amount Postage $2.72 Total $2.72

10 Case Document 474 Filed in TXSB on 02/15/17 Page 10 of 10 EXHIBIT C SECOND MONTHLY FEE STATEMENT FEES BY CATEGORY Description Fees Expenses Case Administration $ Fee/Employment Applications $1, Board of Directors Matters $4, $2.72 Plan and Disclosure Statement $ (including Business Plan) Total $6, $ % Fee Holdback $1, % Fees $5, Expenses $2.72 Requested Amount $5, v /00010