Case BLS Doc 267 Filed 05/06/14 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case BLS Doc 267 Filed 05/06/14 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Optim Energy, LLC, et al., Debtors. 1 Chapter 11 Case No (BLS) (Jointly Administered) Objection Deadline: May 27, 2014 at 4:00 p.m. (ET) FIRST MONTHLY APPLICATION OF MORRIS, NICHOLS, ARSHT & TUNNELL LLP, AS DELAWARE BANKRUPTCY CO-COUNSEL TO DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD FEBRUARY 12, 2014 THROUGH MARCH 31, 2014 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of compensation sought as actual, reasonable and necessary: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Debtors March 18, 2014, nunc pro tunc to February 12, 2014 February 12, 2014 Through March 31, 2014 $143, Amount of reimbursement sought as actual, reasonable and necessary: $5, The Debtors in these chapter 11 cases are: Optim Energy, LLC; OEM 1, LLC; Optim Energy Cedar Bayou 4, LLC; Optim Energy Altura Cogen, LLC; Optim Energy Marketing, LLC; Optim Energy Generation, LLC; Optim Energy Twin Oaks GP, LLC; Optim Energy Twin Oaks, LP. The Debtors' main corporate and mailing address for purposes of these chapter 11 cases is: c/o Competitive Power Ventures, Inc., 8403 Colesville Road, Suite 915, Silver Spring, MD

2 Case BLS Doc 267 Filed 05/06/14 Page 2 of 12 This is an x interim final application The total time expended for fee application preparation is approximately 4.0 hours and the corresponding compensation requested is approximately $1, If this is not the first application filed, disclose the following for each prior application: DATE FILED PERIOD COVERED REQUESTED FEES/EXPENSES APPROVED FEES/EXPENSES N/A 2 Allowance for compensation for such time is not requested in this application, but will be sought in a subsequent fee application. 2

3 Case BLS Doc 267 Filed 05/06/14 Page 3 of 12 Name of Professional Person Robert J. Dehney Eric D. Schwartz Daniel B. Butz Ann C. Cordo William M. Alleman, Jr. Christopher M. Hayes COMPENSATION BY PROFESSIONAL OPTIM ENERGY, LLC, et al. (Case No (BLS)) February 12, 2014 through March 31, 2014 Position of the Applicant, Area of Expertise, Number of Years in that Position, Year of Obtaining License to Practice, Partner/Bankruptcy. Partner since Joined firm as an associate in Member of the DE Bar since Partner/Bankruptcy. Partner since Joined firm as an associate in Member of the DE Bar since Special Counsel/Bankruptcy. Special Counsel since Joined the firm as an associate in Member of the DE Bar since Associate/Bankruptcy. Joined the firm as an associate in Member of the DE Bar since Associate/Bankruptcy. Joined the firm as an associate in Member of the DE Bar since Associate/Bankruptcy. Joined the firm as an associate in Member of the DE Bar since Hourly Billing Rate (including changes) Total Billed Hours Total Compensation $40, , , , Renae M. Fusco Paralegal , Angela R. Conway Paralegal , Marisa Maddox Paralegal Theresa M. Naimoli Case Clerk Wel Freeman Case Clerk Sonja P. Tate Case Clerk Total $143, GRAND TOTAL: $143, BLENDED RATE: $

4 Case BLS Doc 267 Filed 05/06/14 Page 4 of 12 COMPENSATION BY PROJECT CATEGORY OPTIM ENERGY, LLC, et al. (Case No (BLS)) February 12, 2014 through March 31, 2014 Project Category Total Hours Total Fees Case Administration $ 11, Asset Disposition/363 Sales Automatic Stay Matters , Creditor Communications and Meetings , Fee Applications (MNAT Filing) Fee Applications (Others Filing) , Other Contested Matters , Financing Matters/Cash Collateral , Tax Matters Insurance Matters Reclamation/503(b)(9) Matters Utility Matters Vendor/Supplier Matters Court Hearings , Claims Objections and Administration Professional Retention (MNAT-Filing) , Professional Retention (MNAT Objections) Professional Retention (Others-Filing) , General Case Strategy , Schedules/SOFA/US Trustee Reports , TOTAL $143,

5 Case BLS Doc 267 Filed 05/06/14 Page 5 of 12 EXPENSE SUMMARY OPTIM ENERGY, LLC, et al. (Case No (BLS)) February 12, 2014 through March 31, 2014 Expense Category Service Provider (if applicable) Total Expenses Court Costs $ Photos/Art/Spec Duplicating Out of Office Travel Meals Messenger Service Courier/Delivery Service Computer Research Westlaw In-House Duplicating 1, Pacer Hotel Accommodations 1, Conference Calls Grand Total Expenses $5,

6 Case BLS Doc 267 Filed 05/06/14 Page 6 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Optim Energy, LLC, et al., Debtors. 1 Chapter 11 Case No (BLS) (Jointly Administered) Objection Deadline: May 27, 2014 at 4:00 p.m. (ET) FIRST MONTHLY APPLICATION OF MORRIS, NICHOLS, ARSHT & TUNNELL LLP, AS DELAWARE BANKRUPTCY CO-COUNSEL TO DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD FEBRUARY 12, 2014 THROUGH MARCH 31, 2014 Morris, Nichols, Arsht & Tunnell LLP ( Morris Nichols ), as Delaware bankruptcy co-counsel for the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), submits this application (the Application ) for interim allowance of compensation for professional services rendered by Morris Nichols to the Debtors for the period February 12, 2014 through and including March 31, 2014 (the Application Period ) and reimbursement of actual and necessary expenses incurred by Morris Nichols during the Application Period 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 (the Bankruptcy Rules ), Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), the United States Trustee s Guidelines for Reviewing Applications 1 The Debtors in these chapter 11 cases are: Optim Energy, LLC; OEM 1, LLC; Optim Energy Cedar Bayou 4, LLC; Optim Energy Altura Cogen, LLC; Optim Energy Marketing, LLC; Optim Energy Generation, LLC; Optim Energy Twin Oaks GP, LLC; Optim Energy Twin Oaks, LP. The Debtors' main corporate and mailing address for purposes of these chapter 11 cases is: c/o Competitive Power Ventures, Inc., 8403 Colesville Road, Suite 915, Silver Spring, MD

7 Case BLS Doc 267 Filed 05/06/14 Page 7 of 12 for Compensation and Reimbursement of Expenses filed under 11 U.S.C. 330, effective January 30, 1996 (the U.S. Trustee Guidelines ) and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals (D.I. 175) (the Interim Compensation Procedures Order ). 2 In support of this Application, Morris Nichols represents as follows: JURISDICTION 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue in this district is proper pursuant to 28 U.S.C and The statutory predicates for the relief requested herein are sections 330 and 331 of the Bankruptcy Code, as supplemented by Bankruptcy Rule 2016, Local Rule , the U.S. Trustee Guidelines, and the Interim Compensation Procedures Order. BACKGROUND 3. On February 12, 2014 (the Petition Date ), the Debtors commenced their bankruptcy cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 4. The Debtors are operating their respective businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed in these cases. MORRIS NICHOLS S RETENTION 5. Before the Petition Date, the Debtors engaged Morris Nichols as their bankruptcy co-counsel in connection with these bankruptcy cases. On February 20, 2014, the 2 Capitalized terms used but not defined herein have the meaning ascribed to them in the Interim Compensation Procedures Order. 2

8 Case BLS Doc 267 Filed 05/06/14 Page 8 of 12 Debtors filed the Debtors Application for Entry of an Order Under Sections 327(a) and 1107(b) of the Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure, and Local Rules and Authorizing Retention and Employment of Morris, Nichols, Arsht & Tunnell LLP as Delaware Bankruptcy Co-Counsel for the Debtors, Nunc Pro Tunc to the Petition Date (D.I. 79) (the Morris Nichols Retention Application ). 6. On March 18, 2014, this Court granted the Morris Nichols Retention Application pursuant to the Order Under Sections 327(a) and 1107(b) of the Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure, and Local Rules and Authorizing Retention and Employment of Morris, Nichols, Arsht & Tunnell LLP as Delaware Bankruptcy Co-Counsel for the Debtors, Nunc Pro Tunc to the Petition Date (D.I. 173) (the Morris Nichols Retention Order ). INTERIM COMPENSATION PROCEDURES ORDER 7. The Court entered the Interim Compensation Procedures Order on March 18, The Interim Compensation Procedures Order sets forth the procedures for interim compensation and reimbursement of expenses for all Professionals in these cases. 8. In particular, the Interim Compensation Procedures Order provides that a Professional may file and serve a Monthly Fee Application with the Court on or after the fifteenth (15 th ) day of each month following the month for which compensation is sought. Provided that there are no objections to such Monthly Fee Application filed within twenty-one days after the service of the Monthly Fee Application, the Professional may file a certificate of no objection (the Certificate of No Objection ) with the Court. 9. Upon the filing of a Certificate of No Objection, the Debtors are authorized to pay such Professional 80 percent of the fees and 100 percent of the expenses requested in such Monthly Fee Application. If a partial objection to the Monthly Fee Application is filed, then the 3

9 Case BLS Doc 267 Filed 05/06/14 Page 9 of 12 Debtors are authorized to pay 80 percent of the fees and 100 percent of the expenses not subject to an objection. RELIEF REQUESTED 10. Morris Nichols submits this Application for (a) allowance of reasonable compensation for the actual, reasonable, and necessary professional services that it has rendered as co-counsel for the Debtors in these cases during the Application Period and (b) reimbursement of actual, reasonable, and necessary expenses incurred by Morris Nichols in representing the Debtors during the Application Period. 11. During the Application Period, Morris Nichols incurred fees in the amount of $143, For the same period, Morris Nichols incurred actual, reasonable, and necessary expenses totaling $5, With respect to these amounts, as of the date of this Application, Morris Nichols has received no payments. 12. Set forth on the foregoing Compensation by Project Category is a summary, by subject matter category, of the time expended by Morris Nichols timekeepers billing time to the Debtors cases during the Application Period. 13. As more specifically set forth in the detailed time logs attached hereto as Exhibit A, Morris Nichols provided extensive services on an expedited basis during the Application Period to aid the efficient commencement and administration of these chapter 11 cases. Such services included, among others, assisting with review and revision of the Debtors first day motions; preparing for and attending the first day hearing; assisting with drafting, and coordinating the filing and service of, numerous petitions, motions, and other documents necessary to facilitate the Debtors transition into their bankruptcy cases; preparing for and attending the second day hearing; preparing for and attending the initial debtor interview, committee formation meeting, and meeting of creditors pursuant to section 341 of the Bankruptcy Code; and 4

10 Case BLS Doc 267 Filed 05/06/14 Page 10 of 12 negotiating with various creditors. With the aid of Morris Nichols and the Debtors bankruptcy co-counsel Bracewell & Giuliani LLP ( B&G ), the Debtors were successful in obtaining certain relief essential to their orderly transition into these chapter 11 proceedings, including, without limitation, authorization to (a) make certain critical payments to employees; (b) establish procedures to provide adequate assurance of payment to utility companies; (c) maintain the Debtors cash management system; (d) pay certain taxes and fees; (e) make certain critical payments to employees; (f) make certain payments to critical vendors; (g) continue and renew insurance policies; (h) obtain post-petition financing; (i) employ and retain Morris Nichols, B&G, Protiviti, Inc., Barclays Capital Inc., and Prime Clerk LLC as advisors to the Debtors; (j) employ and retain ordinary course professionals; and (k) establish procedures for interim compensation. 14. Morris Nichols also assisted B&G and the Debtors in effectively addressing the various matters involving creditors, vendors, suppliers, customers, employees and governmental agencies which occur during a chapter 11 case. Further, Morris Nichols responded to numerous inquiries by vendors, suppliers, utilities, creditors and other interested parties, including the U.S. Trustee. 15. As noted, Exhibit A attached hereto contains logs, sorted by case project category, which show the time recorded by professionals, paraprofessionals and other support staff, as well as descriptions of the services provided. 16. Similarly, Exhibit B attached hereto contains a breakdown of actual, reasonable, and necessary expenses incurred by Morris Nichols during the Application Period. 17. Morris Nichols charges $.10 per page for photocopying and $0.05 per page for printing. 5

11 Case BLS Doc 267 Filed 05/06/14 Page 11 of Morris Nichols charges $1.00 per page for outgoing domestic facsimiles and does not charge for incoming facsimiles. 19. In accordance with Local Rule , Morris Nichols has reduced its request for compensation for non-working travel, if any, to 50% of its normal rate. 20. Morris Nichols has endeavored to represent the Debtors in the most expeditious and economical manner possible. Tasks have been assigned to attorneys, paralegals, and other support staff at Morris Nichols so that work has been performed by those most familiar with the particular matter or task and, where attorney or paralegal involvement was required, by the lowest hourly rate professional appropriate for a particular matter. Moreover, Morris Nichols has endeavored to coordinate with B&G and the other professionals involved in these cases so as to minimize any duplication of effort and to minimize attorneys fees and expenses to the Debtors. Morris Nichols believes it has been successful in this regard. 21. No agreement or understanding exists between Morris Nichols and any other person for the sharing of compensation received or to be received for services rendered in or in connection with these cases. 22. The undersigned has reviewed the requirements of Local Rule and certifies to the best of his information, knowledge, and belief that this Application complies with that Rule. 6

12 Case BLS Doc 267 Filed 05/06/14 Page 12 of 12 WHEREFORE, Morris Nichols respectfully requests that this Court (a) allow Morris Nichols (i) interim compensation in the amount of $143, for actual, reasonable, and necessary professional services rendered on behalf of the Debtors during the Application Period; and (ii) interim reimbursement in the amount of $5, for actual, reasonable, and necessary expenses incurred during the Application Period; (b) authorize and direct the Debtors to pay to Morris Nichols the amount of $119,899.69, which is equal to the sum of 80% ($114,783.20) of Morris Nichols s allowed interim compensation and 100% ($5,116.49) of Morris Nichols s allowed expense reimbursement; and (c) grant such other and further relief as is just and proper. Dated: May 6, 2014 Wilmington, Delaware MORRIS NICHOLS ARSHT & TUNNELL LLP /s/ Christopher M. Hayes Robert J. Dehney (No. 3578) William M. Alleman, Jr. (No. 5449) Christopher M. Hayes (No. 5902) 1201 North Market Street, 16 th Floor P.O. Box 1347 Wilmington, DE Telephone: (302) Facsimile: (302)

13 Case BLS Doc Filed 05/06/14 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Optim Energy, LLC, et al., Debtors. 1 Chapter 11 Case No (BLS) (Jointly Administered) Objection Deadline: May 27, 2014 at 4:00 p.m. (ET) NOTICE OF FIRST MONTHLY APPLICATION OF MORRIS, NICHOLS, ARSHT & TUNNELL LLP, AS DELAWARE BANKRUPTCY CO-COUNSEL TO DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD FEBRUARY 12, 2014 THROUGH MARCH 31, 2014 PLEASE TAKE NOTICE that, on May 6, 2014, Morris, Nichols, Arsht & Tunnell LLP ( Morris Nichols ), as Delaware bankruptcy co-counsel for Optim Energy, LLC, et al., and its affiliated debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), filed the attached First Monthly Application Of Morris, Nichols, Arsht & Tunnell LLP, As Delaware Bankruptcy Co-Counsel To Debtors And Debtors In Possession, For Allowance Of Interim Compensation And For Interim Reimbursement Of All Actual And Necessary Expenses Incurred For The Period February 12, 2014 Through March 31, 2014 (the Application ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application, must: (a) filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, by May 27, 2014 at 4:00 p.m. (Eastern Time) (the Objection Deadline ); and (b) be served so as to be received on or before the Objection Deadline by: (i) the Applicant: Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, Suite 1600, Wilmington, DE 19801, Attn: Robert J. Dehney and William M. Alleman, Jr.; (ii) the Debtors: c/o Competitive Power Ventures, Inc., 8403 Colesville Road, Suite 915, Silver Spring, MD 20910, Attn: Nick Rahn; (iii) co-counsel for the Debtors: Bracewell & Giuliani LLP, Goodwin Square, 225 Asylum Street, Suite 2600, Hartford, CT 06103, Attn: Kurt Mayr and Mark E. Dendinger and 1251 Avenue of the Americas, 49th Floor, New York, NY , Attn: Robert G. Burns and Joseph A. Pack; 1 The Debtors in these chapter 11 cases are: Optim Energy, LLC; OEM 1, LLC; Optim Energy Cedar Bayou 4, LLC; Optim Energy Altura Cogen, LLC; Optim Energy Marketing, LLC; Optim Energy Generation, LLC; Optim Energy Twin Oaks GP, LLC; Optim Energy Twin Oaks, LP. The Debtors' main corporate and mailing address for purposes of these chapter 11 cases is: c/o Competitive Power Ventures, Inc., 8403 Colesville Road, Suite 915, Silver Spring, MD

14 Case BLS Doc Filed 05/06/14 Page 2 of 2 (iv) counsel to Cascade Investment, L.L.C. and ECJV Holdings, LLC: Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, NY 10016, Attn: Lindsee P. Granfield and Luke A. Barefoot and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801, Attn: Pauline K. Morgan; and (v) the Office of the United States Trustee: Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Lockbox 35, Wilmington, DE 19801, Attn: Jane Leamy. A HEARING ON THE APPLICATION, IF NECESSARY, WILL BE HELD AT THE CONVENIENCE OF THE COURT AND NOTICE OF ANY SUCH HEARING WILL BE GIVEN ONLY TO THE OBJECTING PARTY OR PARTIES. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: May 6, 2014 Wilmington, Delaware MORRIS NICHOLS ARSHT & TUNNELL LLP /s/ Christopher M. Hayes Robert J. Dehney (No. 3578) William M. Alleman, Jr. (No. 5449) Christopher M. Hayes (No. 5902) 1201 North Market Street, 16 th Floor P.O. Box 1347 Wilmington, DE Telephone: (302) Facsimile: (302) and- BRACEWELL & GIULIANI LLP Kurt Mayr (admitted pro hac vice) Mark E. Dendinger (admitted pro hac vice) Goodwin Square 225 Asylum Street, Suite 2600 Hartford, CT Telephone: (860) Facsimile: (860) and- Robert G. Burns (admitted pro hac vice) Joseph A. Pack (admitted pro hac vice) 1251 Avenue of the Americas, 49 th Floor New York, NY Telephone: (212) Facsimile: (800) Counsel for Debtors and Debtors In Possession

15 Case BLS Doc Filed 05/06/14 Page 1 of 41 EXHIBIT A OPTIM ENERGY, LLC, et al. (Case No (BLS)) February 12, 2014 through March 31, 2014 Project Category Total Hours Total Fees Case Administration $ 11, Asset Disposition/363 Sales Automatic Stay , Creditor Communications and Meetings , Fee Applications (MNAT Filing) Fee Applications (Others Filing) , Other Contested Matters , Financing Matters/Cash Collateral , Tax Matters Insurance Matters Reclamation/503(b)(9) Matters Utility Matters Vendor/Supplier Matters Court Hearings , Claims Objections and Administration Professional Retention (MNAT-Filing) , Professional Retention (MNAT Objections) Professional Retention (Others-Filing) , General Case Strategy , Schedules/SOFA/US Trustee Reports , TOTAL $143,479.00

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56 Case BLS Doc Filed 05/06/14 Page 1 of 9 EXHIBIT B EXPENSE SUMMARY OPTIM ENERGY, LLC, et al. (Case No (BLS)) February 12, 2014 through March 31, 2014 Expense Category Service Provider (if applicable) Total Expenses Court Costs $ Photos/Art/Spec Duplicating Out of Office Travel Meals Messenger Service Courier/Delivery Service Computer Research Westlaw In-House Duplicating 1, Pacer Hotel Accommodations 1, Conference Calls Grand Total Expenses $5,

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