Case KJC Doc 165 Filed 04/15/19 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 165 Filed 04/15/19 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al., 1 ) Case No (KJC) ) Debtors. ) (Jointly Administered) ) DEBTORS APPLICATION SEEKING AN ORDER AUTHORIZING THE POST-PETITION RETENTION AND EMPLOYMENT OF FUNK & ZEIFER LLP AS ENERGY CONSULTANT FOR THE DEBTORS NUNC PRO TUNC TO MARCH 15, 2019 The above-captioned debtors and debtors in possession (collectively, the Debtors ) 2 hereby file this application (the Application ) for entry of an order pursuant to section 327(a) of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rules and of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ) authorizing them to retain and employ Funk & Zeifer LLP ( F&Z ) as their energy consultant, nunc pro tunc to March 15, 2019, in accordance with the terms and conditions set forth in that certain engagement letter (the Engagement Letter ), a copy of which is attached hereto as Exhibit 1 to the proposed order attached hereto as Exhibit A, (ii) approving the terms of F&Z s employment and post-petition retention, including fee and expense structure and related provisions set forth in the Engagement Letter and (iii) 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors service address is: 1515 Sheepshead Bay Road, Brooklyn, NY A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors chapter 11 cases, are set forth in greater detail in the Declaration of Allan Brenner, in Support of Chapter 11 Petitions and First Day Motions (the First Day Declaration ), filed contemporaneously with the Debtors voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), on February 14, 2019 (the Petition Date ).

2 Case KJC Doc 165 Filed 04/15/19 Page 2 of 10 granting further relief as is just and proper. In support of this Application, the Debtors submit the Declaration of Peter Funk, a founding partner of F&Z (the Funk Declaration ), which is attached hereto as Exhibit B and the declaration of Allan Brenner, the Chief Financial Officer of the Debtors, which is attached hereto as Exhibit C (the Brenner Declaration ); and further respectfully state as follows: JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (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, This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). The Debtors confirm their consent, pursuant to Rule (f) of the Local Rules, to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue is proper pursuant to 28 U.S.C and RELIEF REQUESTED 3. By this Application, the Debtors seek the entry of the Order authorizing the retention and employment of F&Z as their energy consultant pursuant to Bankruptcy Code section 327(a), nunc pro tunc to March 15, 2019, in accordance with the terms and conditions set forth in that certain engagement letter between the Debtors and F&Z (the Engagement Letter ), a copy of which is attached hereto as Exhibit 1 to Exhibit A and incorporated herein by reference, for the purpose of providing necessary energy consulting services in connection with the Debtors chapter 11 cases and in accordance with the terms of the Engagement Letter. 2

3 Case KJC Doc 165 Filed 04/15/19 Page 3 of 10 BACKGROUND 4. The Debtors were formed in 2000 and have grown to provide commodity supply of natural gas and electricity, energy management, energy software solutions, and LED conversions New York, New Jersey, Massachusetts, and Connecticut. 5. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed in these chapter 11 cases. 6. The Debtors chapter 11 cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b). FUNK & ZEIFER LLP S QUALIFICATIONS 7. F&Z is a well-recognized boutique firm focused on energy, utilities, construction, business and intellectual property law. F&Z has an extensive background in unregulated and regulated energy, renewable and alternative energy, energy conservation, financings and construction. The Debtors believe that F&Z s resources, capabilities, and experience, including their knowledge of Debtor s business and operations, will assist the Debtors with licensing transition issues pertaining to the prospective asset sale of the Debtors and such other energy related consulting services. 8. F&Z has advised clients throughout the energy industry and has served as outside general counsel to developers and energy service companies ( ESCOS ). F&Z has recently served as counsel to ESCOs and an energy broker in state regulatory proceedings and other matters, as counsel to a solar generating project developer in regulatory, contractual matters and financing projects. F&Z represented MC Solar Development, the developer of one of the largest new solar installations in NYC and GAL Manufacturing near Yankee Stadium. F&Z also served as a project attorney for Urban Greenfit, the developer of an innovative multi-component energy 3

4 Case KJC Doc 165 Filed 04/15/19 Page 4 of 10 conservation and cogeneration project at Roosevelt Landings. This project, an others wherein F&Z has represented developers or large property owners, included cogeneration, new boilers, energy conservation and management measures to be installed in several large apartment buildings. The Urban Greenfit project also included innovative measures to enhance the existing submeters. SERVICES TO BE PROVIDED 9. Subject to further order of the Court, and consistent with the Engagement Letter, the Debtors request the post-petition retention and employment of F&Z to render the following services, among others, as directed by the Debtors and on discreet matters assigned directly to F&Z by the Debtors: (a) (b) (c) (d) Review and evaluation of whether the Renewable Energy Certificates ( RECs ) currently held by 1515-GEEnergy Holding Co, LLC or BBPC, LLC dba Great Eastern Energy (collectively, GEE), which were acquired by GEE as a Retail Electricity Supplier for the purpose of making a compliance filing to meet the MA Renewable Portfolio Standards ( MA-RPS ) Minimum Standards" for GEE or after June 15, 2019, can be sold by GEE to a third party; Review and evaluation of the current market value or a reasonable estimate thereof (to the extent this can be determined) of the RECs currently held by GEE and which were acquired for the purpose of making compliance filings to meet such MA-RPS Minimum Standards on or after June 15, 2019; Review and evaluation of the current market value of options or a reasonable estimate thereof (to the extent this can be determined) currently held by GEE to purchase the RECs, which options were acquired initially for the purpose of making REC compliance filings to meet such MA-RPS Minimum Standards on or after June 15, 2019; To the extent that there is sufficient time within the approximately 20 hours discussed below, or in the event GEE agrees to extend the assignment to include additional hours upon our request, review and evaluation of similar issues regarding RECs in New York and New Jersey; 4

5 Case KJC Doc 165 Filed 04/15/19 Page 5 of 10 (e) (f) Based upon such initial review and evaluation provide a written report (but not an opinion letter) and discuss with you and the debtors legal team and any other member of the debtors restructuring team, including, but not limited to debtors financial advisor and investment banker, the extent to which we were able to answer the questions presented and/or whether further review and evaluation is warranted; and Such other services as may be requested on an hourly basis. NO DUPLICATION OF SERVICES 10. The Energy Consulting Services provided by F&Z will complement and not duplicate the services to be rendered by any other professional retained in these chapter 11 cases. FUNK & ZEIFER LLP S DISINTERESTEDNESS 11. To the best of the Debtors knowledge and as disclosed herein and in the Funk Declaration, (a) F&Z is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and (b) F&Z has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Funk Declaration. 12. F&Z will review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, F&Z will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a). FEE AND EXPENSE STRUCTURE 13. F&Z intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the Court s approval and in compliance with applicable provisions of the Bankruptcy 5

6 Case KJC Doc 165 Filed 04/15/19 Page 6 of 10 Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. The hourly rates and corresponding rate structure F&Z will use in these chapter 11 cases are less than the hourly rates and corresponding rate structure that F&Z uses in other matters, including similar complex energy, corporate, and litigation matters before regulatory agencies or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such matters often involve great complexity and high stakes. 14. F&Z s fees are based on the time spent and regular hourly rates of each attorney performing services on Debtor s behalf unless alternative billing arrangements are made in advance. The hourly rates are billed at minimum increments of.10 hours (6 minutes). The agreed upon reduced rate that F&Z will provide for the services is $495 per hour. 15. In addition to compensation for professional services rendered by F&Z s personnel, F&Z will seek reimbursement for reasonable and necessary out of pocket expenses incurred in connection with these chapter 11 cases, including outside document, travel expenses, mailing charges, messenger and delivery services, filing fees, and other expenses. consistent with the Local Rules, F&Z will charge no more than $0.10 per page for standard duplication services in these chapter 11 cases. F&Z will not charge its clients for incoming facsimile transmissions. 16. The Fee and Expense Structure is consistent with and typical of compensation arrangements entered into by F&Z and other comparable firms that render similar services under similar circumstances. The Debtors believe that the Fee and Expense Structure is reasonable, market-based, and designed to compensate F&Z fairly for its work and to cover fixed and routine overhead expenses. 6

7 Case KJC Doc 165 Filed 04/15/19 Page 7 of To the extent F&Z uses the services of independent contractors in these chapter 11 cases, F&Z shall (a) pass through the cost of such independent contractors to the Debtors at the same rate that F&Z pays the independent contractors; (b) seek reimbursement for actual costs only; (c) ensure that the independent contractors are subject to the same conflict checks as required for F&Z; and (d) file with the Court such disclosures required by Bankruptcy Rule The Debtors understand that F&Z intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these chapter 11 cases consistent with the Fee and Expense Structure, subject to this Court s approval and in compliance with applicable provisions of the Bankruptcy Code, including sections 330 and 331, the Bankruptcy Rules, the Local Rules of the United States Bankruptcy Court for the District of Delaware, and any other applicable procedures and orders of this Court. 19. F&Z will also maintain records in support of any fees, costs, and expenses incurred in connection with services rendered in these chapter 11 cases. Records will be arranged by category and nature of the services rendered, and will include reasonably detailed descriptions of those services provided on behalf of the Debtors. F&Z s applications for compensation of fees and reimbursement of expenses will be paid by the Debtors pursuant to the terms of the Engagement Letter and any procedures established by the Court, pursuant to an Interim Compensation Order or otherwise. 20. F&Z shall file monthly, interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any guidelines established by the U.S. Trustee regarding submission and approval of fee applications. 7

8 Case KJC Doc 165 Filed 04/15/19 Page 8 of 10 COMPENSATION RECEIVED BY FUNK & ZIEFER LLP FROM THE DEBTORS 21. F&Z does not hold a retainer at this point and has not requested a retainer pursuant to the Engagement Letter. In the past year, F&Z received $50,311in compensation from the Debtors. As of the Petition Date, F&Z had outstanding balances due from the Debtors in the amount of $30,602.00, which F&Z has agreed to waive. 22. Pursuant to Bankruptcy Rule 2016(b), F&Z has neither shared nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, associates, and contract attorneys associated with F&Z or (b) any compensation another person or party has received or may receive. SUPPORTING AUTHORITY 23. The Debtors seek post-petition retention of F&Z as energy consultant to the Debtors attorneys pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. Section 327(a) provides that a debtor, subject to Court approval: 11 U.S.C. 327(a). may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor] s duties under this title. 24. Section 328(a) provides that a debtor, subject to Court approval, may employ... a professional person... on any reasonable terms of employment. Id. 328(a). Bankruptcy Rule 2014(a) requires that an application for post-petition retention include: specific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant s knowledge, all of the [firm s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United 8

9 Case KJC Doc 165 Filed 04/15/19 Page 9 of 10 Fed. R. Bankr P States trustee, or any person employed in the office of the United States trustee. 25. The Debtors submit that for all the reasons stated above and in the Funk Declaration, the post-petition retention and employment of F&Z as energy consultant to the Debtors is warranted. Further, as stated in the Funk Declaration, F&Z is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Funk Declaration. NOTICE 26. The Debtors will provide notice of this Motion to: (a) the Office of the United States Trustee for the District of Delaware; (b) the holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) counsel to Macquarie Energy LLC and Macquarie Investments US Inc.; (d) the United States Attorney s Office for the District of Delaware; and (e) any party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. NO PRIOR REQUEST 27. No prior request for the relief sought in this Application has been made to this or any other court. [Remainder of page intentionally left blank.] 9

10 Case KJC Doc 165 Filed 04/15/19 Page 10 of 10 WHEREFORE, the Debtors respectfully request that the Court enter the Order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. Respectfully Submitted, Dated: April 15, GEEnergy Holding Co. LLC (for itself and on behalf of its affiliated debtors and debtors in possession) /s/ Allan Brenner Name: Allan Brenner Title: Chief Financial Officer 10

11 Case KJC Doc Filed 04/15/19 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al., 1 ) Case No (KJC) ) Debtors. ) (Jointly Administered) ) ) Objection Deadline: April 29, 4:00 p.m. ) Hearing Date: TBD NOTICE OF DEBTORS APPLICATION SEEKING AN ORDER AUTHORIZING THE POSTPETITION RETENTION AND EMPLOYMENT OF FUNK & ZEIFER LLP AS ENERGY CONSULTANT FOR THE DEBTORS NUNC PRO TUNC TO MARCH 15, 2019 PLEASE TAKE NOTICE THAT on April 15, 2019 the above-captioned debtors and debtors-in-possession (the Debtors ), filed the Debtors Application Seeking an Order Authorizing the Postpetition Retention and Employment of Funk & Zeifer as Energy Consultant for the Debtors Nunc Pro Tunc to March 15, 2019 (the Application ) with the United States Bankruptcy Court for the District of Delaware ( Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that any responses to the Application must be in writing and filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Third Floor, Wilmington, Delaware 19801, and served upon the undersigned, so as to be received on or before 4:00 p.m. on April 29, PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (a) the Debtors, 1515 Sheepshead Bay Road, Brooklyn, NY 11235, Attn: Allan Brenner; (b) counsel to the Debtors, McLaughlin & Stern, PLLC, CityPlace Office Tower, 525 Okeechobee Blvd., Suite 1700, West Palm Beach, FL 33401, Attn: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors service address is: 1515 Sheepshead Bay Road, Brooklyn, NY PHIL v.1

12 Case KJC Doc Filed 04/15/19 Page 2 of 3 Steven Newburgh; (c) co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware, 19801, Attn: Domenic E. Pacitti and Michael W. Yurkewicz; (d) the Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Linda Casey, Esq.; and (e) counsel to Macquarie Investments US Inc. and Macquarie Energy LLC, Haynes and Boone LLP, 1221 McKinney Street, Suite 2100, Houston, TX 77010, Attn: Kelli Norfleet, Esq. and, Morris Nichols Arsht & Tunnell, LLP, 1201 N. Market St., 16th Floor, Wilmington, Delaware , Attn. Derek Abbott, Esq. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. PLEASE TAKE FURTHER NOTICE THAT IF AN OBJECTION IS PROPERLY FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, A HEARING WILL BE HELD AT A TIME TO BE DETERMINED BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, COURT ROOM #5, 5 th FLOOR, WILMINGTON, DELAWARE ONLY OBJECTIONS MADE IN WRITING AND TIMELY FILED WILL BE CONSIDERED BY THE BANKRUPTCY COURT AT SUCH HEARING. PHIL v.1 2

13 Case KJC Doc Filed 04/15/19 Page 3 of 3 Dated: April 15, 2019 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware Telephone: (302) Facsimile: (302) dpacitti@klehr.com myurkewicz@klehr.com Morton R. Branzburg (admitted pro hac vice) KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, 14 th Floor Philadelphia, PA Telephone: (215) Facsimile: (215) mbranzburg@klehr.com Steven S. Newburgh (admitted pro hac vice) MCLAUGHLIN & STERN, PLLC CityPlace Office Tower, Suite 1700 West Palm Beach, FL Telephone: (561) snewburgh@mclaghlinstern.com Counsel to the Debtors PHIL v.1 3

14 Case KJC Doc Filed 04/15/19 Page 1 of 12 EXHIBIT A

15 Case KJC Doc Filed 04/15/19 Page 2 of 12 IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al., 1 ) Case No (KJC) ) Debtors. ) (Jointly Administered) ) ) Related to Docket No. ORDER AUTHORIZING THE POST-PETITION RETENTION AND EMPLOYMENT OF FUNK & ZIEFER LLP AS ENERGY CONSULTANT FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO MARCH 15, 2019 Upon the application (the Application ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for the entry of an order (this Order ) authorizing the Debtors to retain and employ Funk & Ziefer LLP ( F&Z ) as energy consultant to the Debtors effective nunc pro tunc to March 15, 2019, pursuant to sections 327(a), 328(a), and 330 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rules and of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ); and the Court having reviewed the Application, the Declaration of Peter Funk, a founding partner at F&Z (the Funk Declaration ), and the declaration of Allan Brenner, the Chief Financial Officer of the Debtors (the Brenner Declaration ); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Debtors having confirmed their consent to entry 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors service address is: 1515 Sheepshead Bay Road, Brooklyn, NY Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

16 Case KJC Doc Filed 04/15/19 Page 3 of 12 of final orders or judgment by this Court pursuant to Bankruptcy Rule 7008 and Local Rule (f); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found based on the representations made in the Application and in the Funk Declaration that (a) F&Z does not hold or represent an interest adverse to the Debtors estates and (b) F&Z 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 the Court having found that the relief requested in the Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Court having found that the Debtors provided adequate and appropriate notice of the Application under the circumstances and that no other or further notice is required; and the Court having reviewed the Application and having heard statements in support of the Application at a hearing held before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and any objections to the relief requested herein 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 to the extent set forth herein. 2. The Debtors are authorized to retain and employ F&Z as energy consultant to the Debtors nunc pro tunc to March 15, 2019 in accordance with the terms and conditions set forth in the Application and in the Engagement Letter attached hereto as Exhibit F&Z is authorized to provide the Debtors with the professional services as described in the Application and the Engagement Letter.

17 Case KJC Doc Filed 04/15/19 Page 4 of F&Z shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors chapter 11 cases in compliance with sections 328, 330, and 331 of the Bankruptcy Code (as applicable) and applicable provisions of the Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of the Court. F&Z also intends to make a reasonable effort to comply with the U.S. Trustee s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013, both in connection with the Application and the interim and final fee applications to be filed by F&Z in these chapter 11 cases. 5. The indemnification provisions as may be included in the Engagement Agreement are approved, subject to the following: (a) No person potentially indemnified by the Engagement Agreement (an Indemnified Agent ) shall be entitled to indemnification, contribution or reimbursement pursuant to the Agreement for services, unless such services and the indemnification, contribution or reimbursement therefore are approved by this Court. (b) The Debtors shall have no obligation to indemnify any Indemnified Agent, or provide contribution or reimbursement to any Indemnified Agent, for any claim or expense to the extent it is either: (i) judicially determined (the determination having become final and no longer subject to appeal) to have arisen from the Indemnified Agent s gross negligence, willful misconduct or bad faith; (ii) for a contractual dispute in which the Debtors allege breach of an Indemnified Agent s contractual obligations, unless this Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Company, 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) hereof to be a claim or expense for which the Indemnified Agent should not

18 Case KJC Doc Filed 04/15/19 Page 5 of 12 receive indemnity, contribution or reimbursement under the terms of the Agreement, as modified by this Order. (c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Chapter 11 Cases (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing the Chapter 11 Cases, an Indemnified Agent believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors indemnification, contribution and/or reimbursement obligations under the Agreement (as modified by this Order), including without limitation, the advancement of defense costs, the Indemnified Agent must file an application therefor in this Court, and the Debtors may not pay any such amounts to the Indemnified Agent before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which this Court shall have jurisdiction over any request for fees and expenses by any Indemnified Agent for indemnification, contribution and/or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify, or make contributions or reimbursements to, the Indemnified Agents. All parties in interest shall retain the right to object to any demand by any Indemnified Agent for indemnification, contribution and/or reimbursement. 6. F&Z does not hold a prepetition retainer. However, if any such retainer is discovered, notwithstanding anything in the Engagement Letter to the contrary, F&Z shall apply any remaining amounts of its prepetition retainers as a credit toward postpetition fees and expenses, after such postpetition fees and expenses are approved pursuant to an order of the Court awarding fees and expenses to F&Z. 7. F&Z shall not charge a markup to the Debtors with respect to fees billed by contract attorneys who are hired by F&Z to provide services to the Debtors and shall ensure that any such contract attorneys are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy Rules. 8. Notwithstanding anything to the contrary in the Application, the Engagement Letter, or the Declarations attached to the Application, the reimbursement provisions allowing

19 Case KJC Doc Filed 04/15/19 Page 6 of 12 the reimbursement of fees and expenses incurred in connection with participating in, preparing for, or responding to any action, claim, suit, or proceeding brought by or against any party that relates to the legal services, if any, provided under the Engagement Letter and fees for defending any objection to F&Z s fee applications under the Bankruptcy Code are not approved. 9. Notwithstanding anything to the contrary in the Application, the Engagement Letter, or the Declarations attached to the Application, any provisions regarding the ability of the Debtors to object to fees and expenses of F&Z previously paid by the Debtors and as provided under the Engagement Letter are not approved. 10. Notwithstanding anything to the contrary in the Application, any order entered in connection therewith, or any agreement entered into in connection with the Debtors retention of F&Z, F&Z shall not seek reimbursement of expenses for office supplies. 11. F&Z shall provide ten business days notice to the Debtors, the U.S. Trustee, and any official committee before any increases in the rates set forth in the Application or the Engagement Letter are implemented and shall file such notice with the Court. The U.S. Trustee retains all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to section 330 of the Bankruptcy Code. 12. F&Z shall use its reasonable best efforts to avoid duplication of services provided to any of the Debtors other retained professionals in these chapter 11 cases. 13. The Debtors and F&Z are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

20 Case KJC Doc Filed 04/15/19 Page 7 of Notice of the Application as provided therein is deemed to be good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application. 15. To the extent the Application, the Funk Declaration, the Brenner Declaration, or the Engagement Letter is inconsistent with this Order, the terms of this Order shall govern. 16. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 17. Notwithstanding anything to the contrary in the Application or the Engagement Letter, the Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2019 Wilmington, Delaware HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE

21 Case KJC Doc Filed 04/15/19 Page 8 of 12 Exhibit 1 Engagement Letter

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26 Case KJC Doc Filed 04/15/19 Page 1 of 12 EXHIBIT B Declaration of Peter Funk PHIL v.2

27 Case KJC Doc Filed 04/15/19 Page 2 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al., 1 ) Case No (KJC) ) Debtors. ) (Jointly Administered) ) DECLARATION OF PETER FUNK IN SUPPORT OF THE DEBTOR S APPLICATION FOR AN ORDER AUTHORIZING THEM TO RETAIN AND EMPLOY FUNK & ZEIFER LLP ATTORNEYS AT LAW AS ENERGY CONSULTANT POST-PETITION NUNC PRO TUNC TO MARCH 15, 2019 I, Peter Funk, make this Declaration pursuant to 28 U.S.C. 1746, and state: 1. I am a founding partner of Funk & Zeifer LLP ( F&Z ), a well-recognized legal and consulting firm and I, together with F&Z, have a wealth of experience in providing consulting services both in and out-of-court, and enjoys an excellent reputation for services that have been provided. 2. I submit this declaration on behalf of F&Z (the Declaration ) in support of the Debtors Application for an Order Authorizing Them to Retain and Employ F&Z as Energy Consultant (the Application ), 2 by which the Debtors are seeking post-petition retention of F&Z on the terms and conditions set forth in the Application and the engagement letter between the Debtors and F&Z annexed as Exhibit 1 to the proposed order annexed to the Application as Exhibit A (the Engagement Letter ). Except as otherwise noted, 3 I have personal knowledge of The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 1515-GEEnergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy (0428). The location of the Debtors service address is: 1515 Sheepshead Bay Road, Brooklyn, NY Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application. Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at F&Z and are based on information provided by them. PHIL v.2

28 Case KJC Doc Filed 04/15/19 Page 3 of 12 many of the matters set forth herein. If called and sworn as a witness, I could, and would, testify competently to the matters set forth herein. FUNK & ZEIFER LLP S QUALIFICATIONS 3. F&Z is a well-recognized boutique firm focused on energy, utilities, construction, business and intellectual property law. F&Z has an extensive background in unregulated and regulated energy, utilities, renewable and alternative energy, energy conservation, financings and construction. 4. The Debtors believe that F&Z s resources, capabilities, and experience, including their knowledge of Debtor s business and operations, will assist the Debtors with licensing transition issues pertaining to the prospective asset sale of the Debtors and such other energy related consulting services. 5. F&Z has advised clients throughout the energy industry and has served as outside general counsel to developers and energy service companies. F&Z has recently served counsel o ESCOs and an energy broker in state regulatory proceedings, as counsel to a Solar Generating Project Developer in regulatory, contractual matters and financing projects. Peter Funk represented MC Solar Development, the developer of one of the largest new solar installations in NYC and GAL Manufacturing near Yankee Stadium. F&Z also served as a project attorney for Urban Greenfit, the developer of an innovative multi-component energy conservation and generation project at Roosevelt Landings. This project, and others wherein F&Z has represented developers or large property owners, included cogeneration, new boilers, energy conservation and management measures installed in several large apartment buildings. The Urban Greenfit project also included innovative measures to enhance the existing submeters. PHIL v.2

29 Case KJC Doc Filed 04/15/19 Page 4 of 12 SERVICES TO BE PROVIDED 6. Subject to further order of the Court, and consistent with the Engagement Letter, the Debtors request the post-petition retention and employment of F&Z to render the following services, among others, as directed by the Debtors and on discreet matters assigned directly to F&Z by the Debtors: (a) (b) (c) (d) (e) Review and evaluation of whether the Renewable Energy Certificates ( RECs ) currently held by 1515-GEEnergy Holding Co, LLC or BBPC, LLC dba Great Eastern Energy (collectively, GEE), which were acquired by GEE as a Retail Electricity Supplier for the purpose of making a compliance filing to meet the MA Renewable Portfolio Standards ( MA-RPS ) Minimum Standards" for GEE or after June 15, 2019, can be sold by GEE to a third party; Review and evaluation of the current market value or a reasonable estimate thereof (to the extent this can be determined) of the RECs currently held by GEE and which were acquired for the purpose of making compliance filings to meet such MA-RPS Minimum Standards on or after June 15, 2019; Review and evaluation of the current market value of options or a reasonable estimate thereof (to the extent this can be determined) currently held by GEE to purchase the RECs, which options were acquired initially for the purpose of making REC compliance filings to meet such MA-RPS Minimum Standards on or after June 15, 2019; Review and evaluation of similar issues regarding RECs in New York and New Jersey; and; Such other services as may be requested on an hourly basis. NO DUPLICATION OF SERVICES 7. To the best of my knowledge, the Energy Consulting Services provided by F&Z will complement and not duplicate the services to be rendered by any other professional retained in these chapter 11 cases. PHIL v.2

30 Case KJC Doc Filed 04/15/19 Page 5 of 12 FEE AND EXPENSE STRUCTURE 8. F&Z s decision to accept this engagement to provide services to the Debtors is conditioned upon its ability to be retained in accordance with customary terms and conditions of employment, compensated for its services, and reimbursed for the out-of-pocket expenses it incurs in accordance with its customary billing practices, as set forth in the Engagement Letter as modified by the Application and the proposed order annexed thereto. 9. F&Z s fees are based on the time spent and regular hourly rates of each attorney performing services on Debtor s behalf unless alternative billing arrangements are made in advance. The hourly rates are billed at minimum increments of.10 hours (6 minutes). The agreed upon rate that F&Z will provide for the services is the reduced rate of $495 per hour. 10. In addition to compensation for professional services rendered by F&Z s personnel, F&Z will seek reimbursement for reasonable and necessary out of pocket expenses incurred in connection with these chapter 11 cases, including outside document, travel expenses, mailing charges, messenger and delivery services, filing fees, and other expenses. 11. The Fee and Expense Structure is consistent with and typical of compensation arrangements entered into by F&Z and, to the best of my knowledge, other comparable firms that render similar services under similar circumstances. F&Z believes that the Fee and Expense Structure is reasonable, market-based, and designed to compensate F&Z fairly for its work and to cover fixed and routine overhead expenses. 12. To the extent F&Z uses the services of independent contractors in these chapter 11 cases, F&Z shall (a) pass through the cost of such independent contractors to the Debtors at the same rate that F&Z pays the independent contractors; (b) seek reimbursement for actual costs only; (c) ensure that the independent contractors are subject to the same conflict checks as PHIL v.2

31 Case KJC Doc Filed 04/15/19 Page 6 of 12 required for F&Z; and (d) file with the Court such disclosures required by Bankruptcy Rule F&Z intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these chapter 11 cases consistent with the Fee and Expense Structure, subject to this Court s approval, to the best of its knowledge, and in compliance with applicable provisions of the Bankruptcy Code, including sections 330 and 331, the Bankruptcy Rules, the Local Rules of the United States Bankruptcy Court for the District of Delaware, and any other applicable procedures and orders of this Court. 14. F&Z will also maintain records in support of any fees, costs, and expenses incurred in connection with services rendered in these chapter 11 cases. Records will be arranged by category and nature of the services rendered, and will include reasonably detailed descriptions of those services provided on behalf of the Debtors. F&Z s applications for compensation of fees and reimbursement of expenses will be paid by the Debtors pursuant to the terms of the Engagement Letter and any procedures established by the Court, pursuant to an Interim Compensation Order or otherwise. 15. F&Z shall file monthly, interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any guidelines established by the U.S. Trustee regarding submission and approval of fee applications. FUNK & ZEIFER LLP S DISINTERESTEDNESS 16. In connection with its proposed post-petition retention by the Debtors in these chapter 11 cases, F&Z undertook a reasonable review to determine whether it had any conflicts or other relationships that might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically, F&Z obtained from the Debtors and/or their representatives PHIL v.2

32 Case KJC Doc Filed 04/15/19 Page 7 of 12 the names of individuals and entities that may be parties in interest in these chapter 11 cases ( Potential Parties in Interest ). Such parties are listed on Schedule 1 annexed hereto. A search was performed for connections to the Potential Parties in Interest within the past five (5) years. 17. Based on that review, F&Z represents that, to the best of its knowledge, F&Z knows of no fact or situation, other than that listed below, that would represent a conflict of interest for F&Z with regard to the Debtors. F&Z wishes to disclose the following: (a) There exists a prepetition amount due and owing for services previously rendered by F&Z to Debtors, which F&Z has agreed to waive. 18. To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, none of the F&Z personnel (a) have any connection with the United States Trustee, or any employee in the Office of the U.S. Trustee; or (b) are related or connected to any United States Bankruptcy Judge for the District of, except as otherwise set forth herein. 19. To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, F&Z has not been retained to assist any entity or person other than the Debtors on matters relating to, or in direct connection with, these chapter 11 cases. F&Z will continue to provide professional services to entities that may be creditors or equity security holders of the Debtors or other parties in interest in these chapter 11 cases, provided that such services do not relate to, or have any direct connection with, these chapter 11 cases or the Debtors. 20. Certain of F&Z s clients, or an affiliate of any client, may have financial accounts or insurance relationships with a potential party in interest. 21. Despite the efforts described above to identify and disclose the connections that F&Z has with parties in interest in these chapter 11 cases, because the Debtors form a large PHIL v.2

33 Case KJC Doc Filed 04/15/19 Page 8 of 12 enterprise with numerous creditors and other relationships, F&Z is unable to state with certainty that every client relationship or other connection has been identified and disclosed. 22. In accordance with section 504 of the Bankruptcy Code and Bankruptcy Rule 2016, neither I nor F&Z has entered into any agreements, express or implied, with any other party in interest, including the Debtors, any creditor, or any attorney for such party in interest in these chapter 11 cases, (a) for the purpose of sharing or fixing fees or other compensation to be paid to any such party in interest or its attorneys for services rendered in connection therewith, (b) for payment of such compensation from the assets of the estates in excess of the compensation allowed by this Court pursuant to the applicable provisions of the Bankruptcy Code, or (c) for payment of compensation in connection with these chapter 11 cases other than in accordance with the applicable provisions of the Bankruptcy Code. 23. Accordingly, except as otherwise set forth herein, insofar as I have been able to determine, neither I, F&Z nor any F&Z personnel holds or represents any interest adverse to the Debtors or their estates, and F&Z is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, in that F&Z and its professionals and employees who will work on the engagement: (a) (b) (c) are not creditors (having agreed to waive prepetition moneys due), equity security holders, or insiders of the Debtors; were not, within two years before the Petition Date, a director, officer or employee of the Debtors; and do not have an interest materially adverse to the interest of the Debtors estate or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. 24. If F&Z discovers additional information that requires disclosure, F&Z will promptly file a supplemental disclosure with this Court as required by Bankruptcy Rule PHIL v.2

34 Case KJC Doc Filed 04/15/19 Page 9 of 12 F&Z reserves the right to supplement this Declaration in the event that F&Z discovers any facts bearing on matters described in this Declaration regarding F&Z s employment by the Debtors. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: April 15, 2019 /s/ Peter Funk Peter Funk Partner, Funk & Zeifer LLP Attorneys at Law PHIL v.2

35 Case KJC Doc Filed 04/15/19 Page 10 of 12 SCHEDULE 1 Potential Parties in Interest Debtors 1515-GEEnergy Holding Co. LLC BBPC, LLC d/b/a Great Eastern Energy Officers/Directors/Managers Allan Brenner Matthew L. Lanfear C. Anthony Shippam Equity Holders Allan Brenner Matthew L. Lanfear Jeff Cohn Professionals McLaughlin & Stern, PLLC GlassRatner Advisory & Capital Group, LLC SSG Advisors, LLC Omni Management Group, Inc. Haynes & Boone LLP Morris Nichols Arsht & Tunnell, LLP US Trustee, Judges, and court contacts for the District of Delaware (and key staff members) Attrix, Lauren Buchbinder, David Carey, Kevin J. Casey, Linda Dice, Holly Dortch, Shakima L. Fox, Timothy J., Jr. Giordano, Diane Green, Christine Gross, Kevin Hackman, Benjamin Heck, Jeffrey Keilson, Brya Kenny, Mark Leamy, Jane McCollum, Hannah M. O Malley, James R. Panacio, Michael Richenderfer, Linda PHIL v.2

36 Case KJC Doc Filed 04/15/19 Page 11 of 12 Sarkessian, Juliet Schepacarter, Richard Selber Silverstein, Laurie Serrano, Edith A. Shannon, Brendan L. Silverstein, Laurie Selber Sontchi, Christopher S. Starr, Karen Tinker, T. Patrick Vinson, Ramona Walrath, Mary F. Weissgerber, Jaclyn West, Michael Wynn, Dion Lenders Macquarie Investments US Inc. Macquarie Energy LLC Banks Wells Fargo, N.A. JPMorgan Chase Bank, N.A. Top 30 Unsecured Creditors Fima Podvisoky National Grid Keyspan Energy Transcontinental Gas Pieline Approved Boro Energy Iroquois Gas Transmission System Texas Eastern Transmission, LP Algonquin Gas Transmission, LLC Eversource Tennessee Gas Pipeline Company, LLC Patrick Energy Group NYSERDA SunLight General Capital Knollwood Energy Central Hudson Gas & Electric EMEX LLC Pinchas Rubinfeld Taylor Consulting DTE Energy Trading Inc. Covanta Energy, LLC Tradition Energy Sau Yeung Oxford Health Plans Dominion Energy PHIL v.2