Case BLS Doc 131 Filed 12/08/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case BLS Doc 131 Filed 12/08/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re Chapter 11 ExGen Texas Power, LLC, et al., 1 Case No (BLS) Debtors. (Jointly Administered) x Re Docket Nos. 6 & 50 CERTIFICATE OF NO OBJECTION REGARDING DEBTORS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING PAYMENT OF PREPETITION CLAIMS OF CERTAIN CRITICAL VENDORS AND SERVICE PROVIDERS AND (II) CONFIRMING ADMINISTRATIVE EXPENSE PRIORITY STATUS OF DEBTORS UNDISPUTED OBLIGATIONS FOR POSTPETITION DELIVERY OF GOODS AND SERVICES The undersigned hereby certifies that he has received no answer, objection, or any other responsive pleading with respect to the Debtors Motion for Entry of Interim and Final Orders (I) Authorizing Payment of Prepetition Claims of Certain Critical Vendors and Service Providers and (II) Confirming Administrative Expense Priority Status of Debtors Undisputed Obligations for Postpetition Delivery of Goods and Services [Docket No. 6] (the Motion ) filed by the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) with the United States Bankruptcy Court for the District of Delaware (the Court ) on November 7, The undersigned further certifies that no answer, objection, or other responsive pleading to the Motion has appeared on the Court s docket in these cases. Pursuant to the Interim Order (I) Authorizing Payment of Prepetition Claims of Certain Critical Vendors and Service Providers and (II) Confirming Administrative Expense Priority Status of Debtors 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), Colorado Bend 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 RLF v.1

2 Case BLS Doc 131 Filed 12/08/17 Page 2 of 2 Undisputed Obligations for Postpetition Delivery of Goods and Services [Docket No. 50], entered on November 8, 2017, any objections or responses to the Motion were to be filed and served by no later than December 7, 2017, at 400 p.m. (ET). WHEREFORE, the Debtors respectfully request that the proposed form of order granting the relief requested in the Motion on a final basis, attached hereto as Exhibit A, (the Final Order ) be entered at the earliest convenience of the Court. Non-material changes were made to the Final Order, including those changes made to the related interim order at the hearing held on November 8, For the convenience of the Court and all parties in interest, a blackline of the Final Order against the original proposed final order filed with the Motion is attached hereto as Exhibit B. Dated December 8, 2017 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ David T. Queroli Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Joseph C. Barsalona II (No. 6102) David T. Queroli (No. 6318) One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) defranceschi@rlf.com heath@rlf.com shapiro@rlf.com barsalona@rlf.com queroli@rlf.com Proposed Counsel to the Debtors and Debtors in Possession RLF v.1 2

3 Case BLS Doc Filed 12/08/17 Page 1 of 6 EXHIBIT A RLF v.1

4 Case BLS Doc Filed 12/08/17 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re ExGen Texas Power, LLC, et al., 1 Debtors. Chapter 11 Case No (BLS) (Jointly Administered) Re Docket Nos. 6 & x FINAL ORDER (I) AUTHORIZING PAYMENT OF PREPETITION CLAIMS OF CERTAIN CRITICAL VENDORS AND SERVICE PROVIDERS AND (II) CONFIRMING ADMINISTRATIVE EXPENSE PRIORITY STATUS OF DEBTORS UNDISPUTED OBLIGATIONS FOR POSTPETITION DELIVERY OF GOODS AND SERVICES Upon the motion (the Motion ) 2 of the above-captioned debtors (collectively, the Debtors ) for entry of a final order (this Final Order ) pursuant to sections 105(a), 363, 503(b)(1)(A), and 503(b)(9) of the Bankruptcy Code and Bankruptcy Rules 6003 and 6004, (i) authorizing, but not directing, the Debtors to pay, in the ordinary course of business, the Critical Vendor Claims, (ii) confirming the administrative expense priority status of the Debtors undisputed obligations for the postpetition delivery of goods and provision of services, and (iii) authorizing financial institutions to receive, process, honor, and pay all checks presented for payment and electronic payment requests relating to the foregoing to the extent directed by the Debtors in accordance with the Motion, all as further described in the Motion; and upon consideration of the First Day Declaration; and the Court having jurisdiction to consider the 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), Colorado Bend 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 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. RLF v.1

5 Case BLS Doc Filed 12/08/17 Page 3 of 6 Motion and the relief requested therein in accordance with 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, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court, if necessary (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT 1. The Motion is granted on a final basis, as set forth herein. 2. The Debtors are authorized, but not directed, to pay the Critical Vendor Claims of their Critical Vendors, subject to the terms and conditions of this Final Order; provided, however, that the amount of Critical Vendor Claims that the Debtors are authorized to pay pursuant to this Final Order shall not exceed $6.0 million in the aggregate; provided, further, that the Debtors shall not pay any Critical Vendor Claims of any given Critical Vendor in an aggregate amount exceeding $250,000 except after consultation with the Ad Hoc Committee and after obtaining the consent of Secured Lenders constituting Required Lenders. 2 RLF v.1

6 Case BLS Doc Filed 12/08/17 Page 4 of 6 3. Prior to making a payment to any Critical Vendor on account of a Critical Vendor Claim, the Debtors may, in their sole discretion, settle all or some of the Critical Vendor Claims of such party for less than their face amount without further notice or hearing. 4. The Debtors are authorized to condition the payment of any Critical Vendor Claim on the Critical Vendor entering into a Trade Agreement. 5. The Debtors are authorized to make payments on account of a Critical Vendor Claim, subject to the other limits set forth herein, even in the absence of a Trade Agreement if the Debtors determine, after consultation with the Ad Hoc Committee and after obtaining the consent of Secured Lenders constituting Required Lenders, that the failure to pay such Critical Vendor Claim will result in harm to the Debtors businesses. 6. If a Critical Vendor under a Trade Agreement refuses to supply goods and/or services to the Debtors on Trade Terms following receipt of payment on its Critical Vendor Claim or otherwise fails to comply with any Trade Agreement entered into between such Critical Vendor and the Debtors, then the Debtors may then take any and all appropriate steps to cause such Critical Vendor to repay payments made to it on account of its Critical Vendor Claim. Nothing herein shall constitute a waiver of the Debtors rights to seek damages or other appropriate remedies against any breaching Critical Vendor. 7. The Debtors undisputed obligations to the Suppliers under Outstanding Orders arising from (a) shipments of goods delivered to and accepted by the Debtors on and after the Petition Date and (b) provision of services to the Debtors on and after the Petition Date at the Debtors request are, in each case, hereby granted administrative expense priority status to the extent they constitute actual, necessary costs or expenses of preserving the Debtors estates pursuant to section 503(b)(1)(A) of the Bankruptcy Code, and may be paid in the ordinary course 3 RLF v.1

7 Case BLS Doc Filed 12/08/17 Page 5 of 6 of business. The foregoing is declarative and is intended to be coterminous with Section 503(b)(1)(A) of the Bankruptcy Code. Nothing in this Final Order shall abridge, enlarge, or modify the rights and obligations of any party. 8. In accordance with this Final Order, each of the financial institutions at which the Debtors maintain their accounts relating to the payment of the obligations described in the Motion are authorized to (a) receive, process, honor, and pay all checks presented for payment and to honor all fund transfer requests made by the Debtors related thereto, to the extent that sufficient funds are on deposit in those accounts and (b) accept and rely on all representations made by the Debtors with respect to which checks, drafts, wires, or automated clearing house transfers should be honored or dishonored in accordance with this or any other order of the Court, whether such checks, drafts, wires, or transfers are dated prior to, on, or subsequent to the Petition Date, without any duty to inquire otherwise. 9. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect new electronic funds transfers, on account of prepetition obligations and claims as set forth herein, and to replace any prepetition checks or electronic fund transfer requests that may be lost or dishonored or rejected as a result of the commencement of the Debtors chapter 11 cases. 10. Nothing contained in the Motion or this Final Order, nor any payment made pursuant to the authority granted by this Final Order is intended to be or shall be construed as (i) an admission as to the validity of any claim against the Debtors, (ii) a waiver of any of the Debtors or any appropriate party in interest s rights to dispute the amount of, basis for, or validity of any claim against the Debtors, (iii) a waiver of any claims or causes of action which may exist against any creditor or interest holder, or (iv) an approval, assumption, adoption, or 4 RLF v.1

8 Case BLS Doc Filed 12/08/17 Page 6 of 6 rejection of any agreement, contract, lease, program, or policy between any Debtor and any third party under section 365 of the Bankruptcy Code. 11. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by any party. 12. All payments authorized by this Final Order may be made solely to the extent in compliance with the Approved Budget then in effect. To the extent there is any inconsistency between the terms of this Final Order and the Cash Collateral Order, the terms of the Cash Collateral Order shall control. 13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 14. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Final Order in accordance with the Motion. 15. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Final Order. Dated, 2017 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON CHIEF UNITED STATES BANKRUPTCY JUDGE 5 RLF v.1

9 Case BLS Doc Filed 12/08/17 Page 1 of 6 EXHIBIT B RLF v.1

10 Case BLS Doc Filed 12/08/17 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re ExGen Texas Power, LLC, et al., 1 Debtors. Chapter 11 Case No. 17- ( (BLS) (Jointly Administered) Re Docket Nos. 6 & x FINAL ORDER (I) AUTHORIZING PAYMENT OF PREPETITION CLAIMS OF CERTAIN CRITICAL VENDORS AND SERVICE PROVIDERS AND (II) CONFIRMING ADMINISTRATIVE EXPENSE PRIORITY STATUS OF DEBTORS UNDISPUTED OBLIGATIONS FOR POSTPETITION DELIVERY OF GOODS AND SERVICES Upon the motion (the Motion ) 2 of the above-captioned debtors (collectively, the Debtors ) for entry of a final order (this Final Order ) pursuant to sections 105(a), 363, 503(b)(1)(A), and 503(b)(9) of the Bankruptcy Code and Bankruptcy Rules 6003 and 6004, (i) authorizing, but not directing, the Debtors to pay, in the ordinary course of business, the Critical Vendor Claims, (ii) confirming the administrative expense priority status of the Debtors undisputed obligations for the postpetition delivery of goods and provision of services, and (iii) authorizing financial institutions to receive, process, honor, and pay all checks presented for payment and electronic payment requests relating to the foregoing to the extent directed by the Debtors in accordance with the Motion, all as further described in the Motion; and upon consideration of the First Day Declaration; and the Court having jurisdiction to consider the 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), Colorado Bend 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 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. RLF v.12822

11 Case BLS Doc Filed 12/08/17 Page 3 of 6 Motion and the relief requested therein in accordance with 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, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court, if necessary (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT 1. The Motion is granted on a final basis, as set forth herein. 2. The Debtors are authorized, but not directed, to pay the Critical Vendor Claims of their Critical Vendors, subject to the terms and conditions of this Final Order; provided, however, that the amount of Critical Vendor Claims that the Debtors are authorized to pay pursuant to this Final Order shall not exceed $6.0 million in the aggregate; provided, further, that the Debtors shall not pay any Critical Vendor Claims of any given Critical Vendor in an aggregate amount exceeding $250,000 except after consultation with the Ad Hoc Committee and after obtaining the consent of Secured Lenders constituting Required Lenders. 2 RLF v.12822

12 Case BLS Doc Filed 12/08/17 Page 4 of 6 3. Prior to making a payment to any Critical Vendor on account of a Critical Vendor Claim, the Debtors may, in their sole discretion, settle all or some of the Critical Vendor Claims of such party for less than their face amount without further notice or hearing. 4. The Debtors are authorized to condition the payment of any Critical Vendor Claim on the Critical Vendor entering into a Trade Agreement. 5. The Debtors are authorized to make payments on account of a Critical Vendor Claim, subject to the other limits set forth herein, even in the absence of a Trade Agreement if the Debtors determine, after consultation with the Ad Hoc Committee and after obtaining the consent of Secured Lenders constituting Required Lenders, that the failure to pay such Critical Vendor Claim will result in harm to the Debtors businesses. 6. If a Critical Vendor under a Trade Agreement refuses to supply goods and/or services to the Debtors on Trade Terms following receipt of payment on its Critical Vendor Claim or otherwise fails to comply with any Trade Agreement entered into between such Critical Vendor and the Debtors, then the Debtors may then take any and all appropriate steps to cause such Critical Vendor to repay payments made to it on account of its Critical Vendor Claim. Nothing herein shall constitute a waiver of the Debtors rights to seek damages or other appropriate remedies against any breaching Critical Vendor. 7. The Debtors undisputed obligations to the Suppliers under Outstanding Orders arising from (a) shipments of goods delivered to and accepted by the Debtors on and after the Petition Date and (b) provision of services to the Debtors on and after the Petition Date at the Debtors request are, in each case, hereby granted administrative expense priority status to the extent they constitute actual, necessary costs or expenses of preserving the Debtors estates pursuant to section 503(b)(1)(A) of the Bankruptcy Code, and may be paid in the ordinary course 3 RLF v.12822

13 Case BLS Doc Filed 12/08/17 Page 5 of 6 of business. The foregoing is declarative and is intended to be coterminous with Section 503(b)(1)(A) of the Bankruptcy Code. Nothing in this Final Order shall abridge, enlarge, or modify the rights and obligations of any party. 8. In accordance with this Final Order, each of the financial institutions at which the Debtors maintain their accounts relating to the payment of the obligations described in the Motion are authorized to (a) receive, process, honor, and pay all checks presented for payment and to honor all fund transfer requests made by the Debtors related thereto, to the extent that sufficient funds are on deposit in those accounts and (b) accept and rely on all representations made by the Debtors with respect to which checks, drafts, wires, or automated clearing house transfers should be honored or dishonored in accordance with this or any other order of the Court, whether such checks, drafts, wires, or transfers are dated prior to, on, or subsequent to the Petition Date, without any duty to inquire otherwise. 9. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect new electronic funds transfers, on account of prepetition obligations and claims as set forth herein, and to replace any prepetition checks or electronic fund transfer requests that may be lost or dishonored or rejected as a result of the commencement of the Debtors chapter 11 cases. 10. Nothing contained in the Motion or this Final Order, nor any payment made pursuant to the authority granted by this Final Order is intended to be or shall be construed as (i) an admission as to the validity of any claim against the Debtors, (ii) a waiver of any of the Debtors or any appropriate party in interest s rights to dispute the amount of, basis for, or validity of any claim against the Debtors, (iii) a waiver of any claims or causes of action which may exist against any creditor or interest holder, or (iv) an approval, assumption, adoption, or 4 RLF v.12822

14 Case BLS Doc Filed 12/08/17 Page 6 of 6 rejection of any agreement, contract, lease, program, or policy between any Debtor and any third party under section 365 of the Bankruptcy Code. 11. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by any party. 12. All payments authorized by this Final Order may be made solely to the extent in compliance with the Approved Budget then in effect. To the extent there is any inconsistency between the terms of this Final Order and the Cash Collateral Order, the terms of the Cash Collateral Order shall control. 13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 14. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Final Order in accordance with the Motion. 15. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Final Order. Dated, 2017 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON CHIEF UNITED STATES BANKRUPTCY JUDGE 5 RLF v.12822