Case Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 1 of 18

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 1 of 18 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al., 1 ) Case No. 12-49219 (JPC) ) Debtors. ) (Jointly Administered) ) NOTICE OF THIRD INTERIM FEE APPLICATION OF PERELLA WEINBERG PARTNERS LP, AS FINANCIAL ADVISOR FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED PLEASE TAKE NOTICE that Perella Weinberg Partners LP has filed the Third Interim Fee Application of Perella Weinberg Partners LP, as Financial Advisor for the Debtors and Debtors in Possession, for Compensation for Professional Services Rendered and for Reimbursement of Actual and Necessary Expenses Incurred (the Third Interim Fee Application ). PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the Third Interim Fee Application will be held before the Honorable Jacqueline P. Cox, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Courtroom 680, Chicago, Illinois 60604, on February 19, 2014, at 10:30 a.m. (prevailing Central Time). PLEASE TAKE FURTHER NOTICE that any objection to the Applications must be filed with the Court by February 12, 2014, at 4:00 p.m. (Central Standard Time) and served by such time on (a) counsel to the above-captioned debtors and debtors in possession (collectively, the Debtors ); (b) the Office of the U.S. Trustee for the Northern District of Illinois; (c) counsel to the official committee of unsecured creditors appointed to these chapter 11 cases; (d) the indenture trustee for the Debtors senior unsecured notes; (e) counsel to the ad hoc 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Edison Mission Energy (1807); Camino Energy Company (2601); Chestnut Ridge Energy Company (6590); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Finance Co. (9202); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Holdings Co. (6940); Edison Mission Midwest Holdings Co. (6553); EME Homer City Generation L.P. (6938); Homer City Property Holdings, Inc. (1685); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Mission Energy Westside, Inc. (0657); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy s corporate headquarters and the Debtors service address is: 3 MacArthur Place, Suite 100, Santa Ana, California 92707. 1

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 2 of 18 committee of certain holders of the Debtors senior unsecured notes; (f) the indenture trustee for the lessor notes related to the Debtors Powerton generating station in Pekin, Illinois, and units 7 and 8 of the Debtors Joliet, Illinois generating station and the pass-through trustee for the related pass-through certificates; (g) counsel to the ad hoc committee of certain holders of pass-through certificates related to the Debtors Powerton and Joliet generating stations; (h) the owner trusts and the equity investors for the Debtors Powerton and Joliet generating stations; (i) the state attorneys general for states in which the Debtors conduct business; (j) United States Attorney for the Northern District of Illinois; (k) the Internal Revenue Service; (l) the Securities and Exchange Commission; (m) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business; (n) those parties who have requested service of papers in this case pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure and the Order Approving Case Management Procedures [Docket No. 128]; and (o) the respective professional whose Application is the subject of the objection. PLEASE TAKE FURTHER NOTICE that copies of all documents filed in these chapter 11 cases are available free of charge by visiting the case website maintained by GCG, Inc., the Debtors notice and claims agent for these chapter 11 cases, available at www.edisonmissionrestructuring.com or by calling (866) 241-6491. You may also obtain copies of any pleadings by visiting this Court s website at www.ilnb.uscourts.gov in accordance with the procedures and fees set forth therein.

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 3 of 18 Dated: January 15, 2014 /s/ Kevin Cofsky 3

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 4 of 18 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al., 1 ) Case No. 12-49219 (JPC) ) Debtors. ) (Jointly Administered) ) SUMMARY OF THIRD INTERIM FEE APPLICATION OF PERELLA WEINBERG PARTNERS LP, AS FINANCIAL ADVISOR FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED Name of Applicant: Authorized to provide professional services to: Perella Weinberg Partners LP ( Perella ) Edison Mission Energy, et al., Debtors and Debtors in Possession Date of retention: Order entered on February 20, 2013, retaining Perella nunc pro tunc to December 17, 2012 Period for which compensation and August 01, 2013, through November 30, 2013 reimbursement is sought: Amount of compensation sought as actual, reasonable, and necessary: $800,000.00 Amount of expense reimbursement sought as actual, reasonable, and necessary: $24,874.61 Total Compensation and Expense Reimbursement Requested 2 $824,874.61 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Edison Mission Energy (1807); Camino Energy Company (2601); Chestnut Ridge Energy Company (6590); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Finance Co. (9202); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Holdings Co. (6940); Edison Mission Midwest Holdings Co. (6553); EME Homer City Generation L.P. (6938); Homer City Property Holdings, Inc. (1685); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Mission Energy Westside, Inc. (0657); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy s corporate headquarters and the Debtors service address is: 3 MacArthur Place, Suite 100, Santa Ana, California 92707. 1

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 5 of 18 This is a monthly X interim final application. Summary of Hours by Professional During the Third Interim Fee Period 3 Professional Position/Title 8/1/13 to 8/31/13 9/1/13 to 9/30/13 10/1/13 to 10/31/13 11/1/13 to 11/30/13 Total Hours Michael Kramer Partner 27.5 41.0 19.5 17.5 105.5 Kevin Cofsky Managing Director 58.0 70.0 40.0 36.0 204.0 Mark Davis Director 121.0 164.0 71.0 76.5 432.5 Adel Senoussi Associate 123.0 195.0 60.0 80.0 458.0 Mark Su Analyst 115.0 226.0 96.5 101.5 539.0 Total 444.5 696.0 287.0 311.5 1,739.0 2 3 Perella served copies of the applicable Monthly Applications (as defined below), which detail the compensation and expense reimbursement requested by Perella pursuant to this Third Interim Fee Application, in accordance with the Interim Compensation Order (as defined below). Monthly Statements submitted to the court for the Third Interim Fee Period are set forth as Exhibits B, C, D and E. 2

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 6 of 18 Summary of the Total Amount of Fees Incurred Under Each Compensation Category During the Third Interim Fee Period Matter Description Total Fees Requested Total Expenses Requested Total Compensation August financial advisory fee $200,000.00 $7,566.65 $207,566.65 September financial advisory fee $200,000.00 $8,791.06 $208,791.06 October financial advisory fee $200,000.00 $7,548.45 $207,548.45 November financial advisor fee $200,000.00 $968.45 $200,968.45 3

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 7 of 18 Summary of Expenses Incurred During the Third Interim Fee Period Expenses Categories 8/1/13 to 8/31/13 9/1/13 to 9/30/13 10/1/13 to 10/31/13 11/1/13 to 11/30/13 Amount Airfare $2,998.55 $5,470.80 $4,488.14 $0.00 $12,957.49 Ground Transportation $2,160.98 $1,757.46 $2,338.74 $645.51 $6,902.69 Hotel Rooms & Taxes $1,379.22 $339.90 $449.74 $0.00 $2,168.86 Meals & Entertainment $821.25 $976.25 $215.08 $231.90 $2,244.48 Reproduction $206.65 $246.65 $56.75 $91.04 $601.09 Total $7,566.65 $8,791.06 $7,548.45 $968.45 $24,874.61 4

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 8 of 18 Dated: January 15, 2014 /s/ Kevin Cofsky 5

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 9 of 18 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al., 1 ) Case No. 12-49219 (JPC) ) Debtors. ) (Jointly Administered) ) THIRD INTERIM FEE APPLICATION OF PERELLA WEINBERG PARTNERS LP, AS FINANCIAL ADVISOR FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED Perella Weinberg Partners LP ( Perella ), financial advisor to the above-captioned debtors and debtors in possession (collectively, the Debtors ) submits this Third Interim fee application (this Third Interim Fee Application ) for payment of compensation for professional services rendered to the Debtors and for reimbursement of actual and necessary expenses incurred in connection with such services from August 1, 2013 through November 30, 2013 (the Third Interim Fee Period ) pursuant to sections 327, 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 5082-1 of the Local Rules of Bankruptcy Practice and Procedure 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Edison Mission Energy (1807); Camino Energy Company (2601); Chestnut Ridge Energy Company (6590); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Finance Co. (9202); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Holdings Co. (6940); Edison Mission Midwest Holdings Co. (6553); EME Homer City Generation L.P. (6938); Homer City Property Holdings, Inc. (1685); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Mission Energy Westside, Inc. (0657); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy s corporate headquarters and the Debtors service address is: 3 MacArthur Place, Suite 100, Santa Ana, California 92707. 1

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 10 of 18 for the United States Bankruptcy Court for the Northern District of Illinois (such court, the Court, such rules, the Local Rules ), and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 331] (the Interim Compensation Order ). In this Third Interim Fee Application, Perella requests (a) interim allowance and approval of compensation for professional services rendered to the Debtors in the aggregate amount of $800,000.00 and (b) reimbursement of actual and necessary expenses in the amount of $24,874.61 incurred by Perella in rendering such services during the Third Interim Fee Period. In support of this Third Interim Fee Application, Perella respectfully states as follows: Preliminary Statement 1. Perella continued to work diligently with the Debtors during the Third Interim Fee Period to stabilize operations, engage in discussions with the Debtors principal stakeholders to develop a consensual and value-maximizing restructuring proposal, and identify and implement strategies for maximizing the value of the Debtors assets for the benefit of all of the Debtors stakeholders. 2. In sum, through the efforts of Perella during the Third Interim Fee Period, the Debtors have made considerable progress in these chapter 11 cases. Given the complexity of these chapter 11 cases and the importance of the matters on which Perella has advised the Debtors, Perella respectfully submits that it is appropriate for this Court to enter an order allowing the compensation and reimbursements requested herein. Jurisdiction and Venue 3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 4. Venue in this District is proper pursuant to 28 U.S.C. 1408 and 1409. 2

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 11 of 18 5. The statutory bases for the relief requested herein are 327, 330, and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 5082-1. Background 6. Edison Mission Energy ( EME ), together with its Debtor and non-debtor affiliates, is a leading independent power producing enterprise specializing in developing, operating, and selling energy and capacity from approximately 40 generating facilities in 12 states and the Republic of Turkey. The Debtors have approximately 800 employees and maintain headquarters in Chicago, Illinois and Santa Ana, California. 7. On December 17, 2012 (the Petition Date ), seventeen of the Debtors filed petitions with this Court under chapter 11 of the Bankruptcy Code. On May 2, 2013, three additional Debtors filed petitions with this Court under chapter 11 of the Bankruptcy Code. The Court has approved procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b) [Docket Nos. 115, 154, 780]. No party has requested the appointment of a trustee or examiner in these chapter 11 cases. 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. On January 7, 2013, the U.S. Trustee for the Northern District of Illinois appointed an official committee of unsecured creditors (the Committee ) in these chapter 11 cases [Docket No. 202] (as amended on January 18, 2013 [Docket No. 308]). The Debtors Retention of Perella 8. By this Court s order dated February 20, 2013, the Debtors were authorized to retain Perella as their investment banker and financial advisor, effective as of the Petition Date, to provide certain general financial advisory and investment banking services, restructuring services and financing services [Docket No. 524] (the Retention Order ). The Retention Order 3

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 12 of 18 authorizes the Debtors to compensate Perella in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines (the Guidelines ), and any applicable Court orders. Disinterestedness of Perella 9. As disclosed in the Declaration of Kevin Cofsky in Support of the Debtors Application to Employ and Retain Perella as Investment Banker and Financial Advisor for Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 524], filed on December 17, 2012, and the First Supplemental Declaration of Kevin Cofsky in Support of the Debtors Application to Employ and Retain Perella Weinberg Partners as Investment Banker and Financial Advisor for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 752], filed on May 15, 2013, Perella does not hold or represent any interest adverse to the Debtors estates and is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code. Disclosure of Requested Compensation 10. By this Third Interim Fee Application, Perella requests aggregate compensation for this Third Interim Fee Period of $800,000.00 for services rendered and $24,874.61 for reimbursement of actual expenses, for a total request of $824,874.61. 11. Pursuant to the Interim Compensation Order, Perella has already requested payment of a total of $640,000.00 for services provided to the Debtors during the Third Interim Fee Period and $24,874.61 for expenses incurred in connection therewith. The requested amounts represent approximately 80 percent of Perella s financial advisory fees and 100 percent of out-of-pocket expenses incurred and submitted by Perella for the Monthly Applications. 12. This Third Interim Fee Application is Perella s third interim request for compensation for services rendered and reimbursement of expenses incurred as investment 4

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 13 of 18 banker and financial advisor to the Debtors. Summary of Services Performed 13. During the Third Interim Fee Period, Perella provided significant professional services to the Debtors in connection with these chapter 11 cases. These services were necessary to address a multitude of critical issues both unique to these chapter 11 cases and typically faced by large corporate debtors in similar cases of this magnitude and complexity. 14. Perella does not maintain, in the normal course of financial advisory services to its clients, detailed written time records, does not bill its clients based on the number of hours expended by its professionals, and does not possess technology or other systems for maintaining such records. However, as approved by the Retention Order, paragraph 15 sets out a description of services rendered by Perella during the Third Interim Fee Period. 15. During the Third Interim Fee Period, Perella assisted the Debtors on many matters related to the following primary items, including: Assisting in the development of financial data and presentations to the Debtors board of directors, various creditors, and other parties; Analyzing the Debtors financial liquidity and evaluating alternatives to improve such liquidity; Evaluating the Debtors debt capacity and alternative capital structures; Analyzing various restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the restructuring; Providing financial advice and assistance to the Debtors in developing a restructuring; Participating in negotiations among the Debtors and its creditors, suppliers, lessors and other interested parties; Advising the Debtors and negotiating with lenders with respect to potential waivers, consents, or amendments of various credit facilities and other debt obligations; 5

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 14 of 18 Assisting the Debtors and participating in negotiations with entities or groups affected by the restructuring; Assisting the Debtors in negotiations with respect to a potential amendment or overall restructuring of the facility leases pertaining to the Powerton and Joliet facilities; Providing strategic advice with regard to restructuring or refinancing the Debtors obligations; and Providing strategic advice with regard to potential sales of assets (including the currently contemplated transaction with NRG). Reasonable and Necessary Services Rendered By Perella 16. The foregoing professional services rendered by Perella on behalf of the Debtors during the Third Interim Fee Period were reasonable, necessary, and appropriate to the administration of these chapter 11 cases and related matters. 17. During the Third Interim Fee Period, Perella advised and assisted the Debtors in many facets of these chapter 11 cases. To this end, as set forth on page 2 of this Third Interim Fee Application, numerous Perella professionals spent time rendering professional services on behalf of the Debtors. Actual and Necessary Expenses Incurred By Perella 18. Perella has incurred a total of $24,874.61 in expenses on behalf of the Debtors during the Third Interim Fee Period. These charges are intended to reimburse Perella s direct operating costs, which are not incorporated into the Perella compensation. Perella charges for external copying at the provider s cost without markup. Only clients who actually require such services are separately charged for such services. The effect of including such expenses as part of the compensation would impose that cost upon clients who do not require extensive photocopying and other facilities and services. 19. Among other things, Perella ensures all expenses are reasonable and appropriate expenses for which to seek reimbursement. 6

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 15 of 18 Perella s Requested Compensation and Reimbursement Should Be Allowed 20. Section 331 of the Bankruptcy Code provides for interim compensation of professionals. Pursuant to the Retention Order, Perella s Monthly Fees, financing fees, and expenses are subject to the standard of review provided for in section 328(a) of the Bankruptcy Code and are not subject to the standard of review set forth in section 330 of the Bankruptcy Code except by the U.S. Trustee, and in such case reasonableness shall not be evaluated primarily on an hourly basis. 21. Section 328(a) of the Bankruptcy Code permits, with the Court's approval, the employment of a professional person on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, or on a contingent fee basis. 11 U.S.C. 328(a). Section 328 represents a departure from the practice that prevailed before the enactment of the Bankruptcy Code in 1978. The purpose of section 328 is to permit the pre-approval of compensation arrangements as a method of ensuring that the most competent professionals will be available to provide services in bankruptcy cases. See In re Westbrooks, 202 B.R. 520, 521 (Bankr. N.D. Ala. 1996) (percentage fee arrangements comport with the Bankruptcy Code's goal of attracting highly qualified professionals to the bankruptcy forum ); In re Olympia Holding Corp., 176 B.R. 962, 964 (Bankr. M.D. Fla. 1994). 22. Once the terms of a professional s retention have been approved under section 328(a) of the Bankruptcy Code, the approved compensation structure cannot be altered unless the agreed terms prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. 328(a); see also In re Reimers, 972 F.2d 1127, 1128 (9th Cir. 1992) (compensation agreement approved under Section 328(a) must be enforced in the absence of unforeseeable circumstances, and is not subject to a reasonableness review under Section 330); In the Matter of National Gypsum Company, 123 F.3d 861 (5th Cir. 1997) (same); 7

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 16 of 18 123 F.3d at 863. In re Olympia Holding Corp., 176 B.R. at 964 (same). As the Court explained in National Gypsum: If the most competent professionals are to be available for complicated capital restructuring and the development of successful corporate reorganization, they must know what they will receive for their expertise and commitment. Courts must protect those agreements and expectations, once found to be acceptable. 23. Additionally, Perella respectfully submits that its fees and expenses incurred during the Third Interim Fee Period were reasonable and warranted. Perella has been involved in a meaningful way in these chapter 11 cases and fulfilled its duties in advising the Debtors. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, Perella submits that the amount of fees and expenses requested herein is fair and reasonable in light of (a) the complexity of the issues presented, (b) the time expended, (c) the skill required to properly perform the financial advisory services, (d) the experience, reputation and ability of the professionals rendering services, (e) the preclusion of other similar employment, (f) the value of such services, (g) the market rates charged for comparable services both in and out of the chapter 11 context, and (h) the nature and scope of work performed by Perella in these chapter 11 cases during the Third Interim Fee Period. Compensation for services rendered during the Third Interim Fee Period has been earned and is due and payable under the terms of the Engagement Letter. 24. In the instant case, Perella respectfully submits that the services for which it seeks compensation in the Third Interim Fee Application were necessary for and beneficial to the Debtors and its estates and were rendered to protect and preserve the Debtors estates. Accordingly, Perella respectfully submits that fees and expense reimbursement sought herein should be allowed and approved by this Court pursuant to sections 328(a) and 330 of the Bankruptcy Code. 8

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 17 of 18 Notice 25. Notice of this Third Interim Fee Application has been provided to: (a) the Office of the U.S. Trustee for the Northern District of Illinois; (b) counsel to the Committee; (c) the indenture trustee for the Debtors senior unsecured notes; (d) counsel to the ad hoc committee of certain holders of the Debtors senior unsecured notes; (e) the indenture trustee for the lessor notes related to the Debtors Powerton generating station in Pekin, Illinois, and units 7 and 8 of the Debtors Joliet, Illinois, generating station and the pass-through trustee for the related passthrough certificates; (f) counsel to the ad hoc committee of certain holders of pass-through certificates related to the Debtors Powerton and Joliet generating stations; (g) the owner trusts and the equity investors for the Debtors Powerton and Joliet generating stations (and their respective counsel, if known); (h) the lender under Debtor Edison Mission Energy s letter-ofcredit facility; (i) the state attorneys general for states in which the Debtors conduct business; (j) United States Attorney for the Northern District of Illinois; (k) the Internal Revenue Service; (l) the Securities and Exchange Commission; and (m) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business. In light of the nature of the relief requested herein, the Debtors submit that no further notice is necessary. No Prior Request 26. No prior request for the relief sought in this Third Interim Fee Application has been made to this or any other court. [Remainder of page intentionally left blank.] 9

Case 12-49219 Doc 1812 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Main Document Page 18 of 18 WHEREFORE, Perella respectfully requests that this Court enter an order, substantially in the form attached hereto as Exhibit A: (a) allowing and awarding compensation for professional services rendered during the Third Interim Fee Period in the amount of $800,000.00 and for reimbursement of all actual and necessary expenses incurred by Perella during the Third Interim Fee Period in the amount of $24,874.61; and (b) granting related relief. Dated: January 15, 2014 /s/ Kevin Cofsky Kevin Cofsky Managing Director Perella Weinberg Partners LP

Case 12-49219 Doc 1812-1 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Proposed Order Page 1 of 4 Exhibit A Proposed Order

Case 12-49219 Doc 1812-1 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Proposed Order Page 2 of 4 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al., 1 ) Case No. 12-49219 (JPC) ) Debtors. ) (Jointly Administered) ) ORDER GRANTING THIRD INTERIM FEE APPLICATION OF PERELLA WEINBERG PARTNERS LP FOR ALLOWANCE OF ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE INTERIM PERIOD AUGUST 1, 2013 THROUGH NOVEMBER 30, 2013 Upon the application (the Third Interim Fee Application ) of Perella Weinberg Partners LP ( Perella ), investment banker and financial advisor to the above-captioned debtors and debtors in possession (collectively, the Debtors ) for the entry of an order (this Order ) (a) approving payment to Perella of compensation for professional services rendered to the Debtors and for reimbursement of actual and necessary expenses incurred in connection with such services from August 1, 2013 through November 30, 2013, and (b) granting related relief; and this Court having found that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; 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 is proper 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Edison Mission Energy (1807); Camino Energy Company (2601); Chestnut Ridge Energy Company (6590); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Finance Co. (9202); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Holdings Co. (6940); Edison Mission Midwest Holdings Co. (6553); EME Homer City Generation L.P. (6938); Homer City Property Holdings, Inc. (1685); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Mission Energy Westside, Inc. (0657); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy s corporate headquarters and the Debtors service address is: 3 MacArthur Place, Suite 100, Santa Ana, California 92707.

Case 12-49219 Doc 1812-1 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Proposed Order Page 3 of 4 pursuant to 28 U.S.C. 1408 and 1409; and this Court having found that the relief requested in the Third Interim Fee Application is in the best interests of the Debtors estates, its creditors, and other parties in interest; and the Debtors having provided appropriate notice under the circumstances of the Third Interim Fee Application and the opportunity for a hearing on the Third Interim Fee Application, and that no other or further notice is required; and this Court having determined that the legal and factual bases set forth in the Third Interim Fee Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED THAT: 1. The Third Interim Fee Application is approved as set forth herein. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Third Interim Fee Application. 2. Compensation to Perella for professional services rendered during the Third Interim Fee Period is allowed on an interim basis in the amount of $800,000.00. 3. Reimbursement to Perella for expenses incurred during the Third Interim Fee Period is allowed on an interim basis in the amount of $24,874.61. 4. The Debtors are authorized to pay Perella all fees and expenses allowed pursuant to this Order, including those that were previously held back pursuant to the Interim Compensation Order, less any amounts previously paid in connection with the Monthly Third Interim Fee Applications covered by the Third Interim Fee Application. 5. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Third Interim Fee Application. 6. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 2

Case 12-49219 Doc 1812-1 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Proposed Order Page 4 of 4 7. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Chicago, Illinois Date:, 2014 Jacqueline P. Cox United States Bankruptcy Judge 3

Case 12-49219 Doc 1812-2 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit B - August 2013 Statement Page 1 of 4 Exhibit B August 2013 Statement

Case 12-49219 Doc 1812-2 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit B - August 2013 Statement Page 2 of 4 October 25, 2013 Via Overnight Delivery Daniel D. McDevitt Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Re: In re Edison Mission Energy, et al., Case No. 12-49219 (JPC) August 1, 2013 through August 31, 2013 Fee Statement Dear Dan: Enclosed please find the fee statement (the Fee Statement ) of Perella Weinberg Partners LP ( Perella ) for services rendered to the debtors in the above-referenced bankruptcy proceedings (collectively, the Debtors ) and expenses incurred from August 1, 2013 through August 31, 2013 (the Fee Statement Period ). We have also enclosed a listing of the professional hours dedicated by Perella to the Debtors and the related disbursements. Pursuant to the Order Establishing Interim Compensation Procedures entered by the United States Bankruptcy Court for the Northern District of Illinois on January 17, 2013 (the Order ), Perella requests the approval to receive a compensation in the amount of $167,566.65 in fees and expenses for the Fee Statement Period 1. If none of the notice parties identified in the Order object to the Fee Statement by November 14, 2013, the Debtors are authorized to pay the total amount of $167,566.65. 1 $160,000.00 in fees (i.e., 80 percent of $200,000.00) and $7,566.65 in expenses.

Case 12-49219 Doc 1812-2 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit B - August 2013 Statement Page 3 of 4 Daniel D. McDevitt October 25, 2013 Page 2 Please feel free to contact me if you have any questions. Very truly yours, /s/ Kevin Cofsky cc: Arik Preis (via Overnight Delivery) Kathryn Gleason (via Overnight Delivery) Keith Wofford (via Overnight Delivery) Stephen Moeller-Sally (via Overnight Delivery) Maria Rigatti (via Overnight Delivery) Aaron Moss (via Overnight Delivery) Sarah Seewer (via Overnight Delivery)

Case 12-49219 Doc 1812-2 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit B - August 2013 Statement Page 4 of 4 October 25, 2013 Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Perella Weinberg Partners LP 767 Fifth Avenue New York, New York 10153 Attn: Daniel D. McDevitt Summary of Hours by Professionals for the Period 08/01/13 through 08/31/13 Professional Position/Title Total Hours Michael Kramer Partner 27.5 Kevin Cofsky Managing Director 58.0 Mark Davis Director 121.0 Adel Senoussi Associate 123.0 Mark Su Analyst 115.0 Total 444.5 Summary of Reimbursable Expenses for the Period 08/01/13 through 08/31/13 Reimbursable Expenses Amount Airfare & Booking Fees $2,998.55 Ground Transportation $2,160.98 Hotel Rooms & Taxes $1,379.22 Meals & Entertainment $821.25 Printing $206.65 Grand Total $7,566.65

Case 12-49219 Doc 1812-3 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit C - September 2013 Statement Page 1 of 4 Exhibit C September 2013 Statement

Case 12-49219 Doc 1812-3 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit C - September 2013 Statement Page 2 of 4

Case 12-49219 Doc 1812-3 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit C - September 2013 Statement Page 3 of 4

Case 12-49219 Doc 1812-3 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit C - September 2013 Statement Page 4 of 4 November 21, 2013 Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Perella Weinberg Partners LP 767 Fifth Avenue New York, New York 10153 Attn: Daniel D. McDevitt Summary of Hours by Professionals for the Period 09/01/13 through 09/30/13 Professional Position/Title Total Hours Michael Kramer Partner 41.0 Kevin Cofsky Managing Director 70.0 Mark Davis Director 164.0 Adel Senoussi Associate 195.0 Mark Su Analyst 226.0 Total 696.0 Summary of Reimbursable Expenses for the Period 09/01/13 through 09/30/13 Reimbursable Expenses Amount Airfare & Booking Fees $5,470.80 Ground Transportation 1,757.46 Hotel Rooms & Taxes 339.90 Meals & Entertainment 976.25 Printing 246.65 Grand Total $8,791.06

Case 12-49219 Doc 1812-4 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit D - October 2013 Statement Page 1 of 4 Exhibit D October 2013 Statement

Case 12-49219 Doc 1812-4 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit D - October 2013 Statement Page 2 of 4 December 10, 2013 Via Overnight Delivery Daniel D. McDevitt Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Re: In re Edison Mission Energy, et al., Case No. 12-49219 (JPC) October 1, 2013 through October 31, 2013 Fee Statement Dear Dan: Enclosed please find the fee statement (the Fee Statement ) of Perella Weinberg Partners LP ( Perella ) for services rendered to the debtors in the above-referenced bankruptcy proceedings (collectively, the Debtors ) and expenses incurred from October 1, 2013 through October 31, 2013 (the Fee Statement Period ). We have also enclosed a listing of the professional hours dedicated by Perella to the Debtors and the related disbursements. Pursuant to the Order Establishing Interim Compensation Procedures entered by the United States Bankruptcy Court for the Northern District of Illinois on January 17, 2013 (the Order ), Perella requests the approval to receive a compensation in the amount of $167,548.45 in fees and expenses for the Fee Statement Period 1. If none of the notice parties identified in the Order object to the Fee Statement by December 31, 2013, the Debtors are authorized to pay the total amount of $167,548.45. 1 $160,000.00 in fees (i.e., 80 percent of $200,000.00) and $7,548.45 in expenses.

Case 12-49219 Doc 1812-4 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit D - October 2013 Statement Page 3 of 4

Case 12-49219 Doc 1812-4 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit D - October 2013 Statement Page 4 of 4 December 10, 2013 Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Perella Weinberg Partners LP 767 Fifth Avenue New York, New York 10153 Attn: Daniel D. McDevitt Summary of Hours by Professionals for the Period 10/01/13 through 10/31/13 Professional Position/Title Total Hours Michael Kramer Partner 19.5 Kevin Cofsky Managing Director 40.0 Mark Davis Director 71.0 Adel Senoussi Associate 60.0 Mark Su Analyst 96.5 Total 287.0 Summary of Reimbursable Expenses for the Period 10/01/13 through 10/31/13 Reimbursable Expenses Amount Airfare & Booking Fees $4,488.14 Ground Transportation 2,338.74 Hotel Rooms & Taxes 449.74 Meals & Entertainment 215.08 Printing 56.75 Grand Total $7,548.45

Case 12-49219 Doc 1812-5 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit E - November 2013 Statement Page 1 of 4 Exhibit E November 2013 Statement

Case 12-49219 Doc 1812-5 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit E - November 2013 Statement Page 2 of 4 January 14, 2014 Via Overnight Delivery Daniel D. McDevitt Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Re: In re Edison Mission Energy, et al., Case No. 12-49219 (JPC) November 1, 2013 through November 30, 2013 Fee Statement Dear Dan: Enclosed please find the fee statement (the Fee Statement ) of Perella Weinberg Partners LP ( Perella ) for services rendered to the debtors in the above-referenced bankruptcy proceedings (collectively, the Debtors ) and expenses incurred from November 1, 2013 through November 30, 2013 (the Fee Statement Period ). We have also enclosed a listing of the professional hours dedicated by Perella to the Debtors and the related disbursements. Pursuant to the Order Establishing Interim Compensation Procedures entered by the United States Bankruptcy Court for the Northern District of Illinois on January 17, 2013 (the Order ), Perella requests the approval to receive a compensation in the amount of $160,968.45 in fees and expenses for the Fee Statement Period 1. If none of the notice parties identified in the Order object to the Fee Statement by February 4, 2014, the Debtors are authorized to pay the total amount of $160,968.45. 1 $160,000.00 in fees (i.e., 80 percent of $200,000.00) and $968.45 in expenses.

Case 12-49219 Doc 1812-5 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit E - November 2013 Statement Page 3 of 4 Daniel D. McDevitt January 14, 2014 Page 2 Please feel free to contact me if you have any questions. Very truly yours, /s/ Kevin Cofsky cc: Arik Preis (via Overnight Delivery) Kathryn Gleason (via Overnight Delivery) Keith Wofford (via Overnight Delivery) Stephen Moeller-Sally (via Overnight Delivery) Maria Rigatti (via Overnight Delivery) Aaron Moss (via Overnight Delivery) Sarah Seewer (via Overnight Delivery)

Case 12-49219 Doc 1812-5 Filed 01/15/14 Entered 01/15/14 10:45:56 Desc Exhibit E - November 2013 Statement Page 4 of 4 January 14, 2014 Edison Mission Energy 500 West Madison Street Suite 2640 Chicago, Illinois 60661 Perella Weinberg Partners LP 767 Fifth Avenue New York, New York 10153 Attn: Daniel D. McDevitt Summary of Hours by Professionals for the Period 11/01/13 through 11/30/13 Professional Position/Title Total Hours Michael Kramer Partner 17.5 Kevin Cofsky Managing Director 36.0 Mark Davis Director 76.5 Adel Senoussi Associate 80.0 Mark Su Analyst 101.5 Total 311.5 Summary of Reimbursable Expenses for the Period 11/01/13 through 11/30/13 Reimbursable Expenses Amount Ground Transportation $645.51 Meals & Entertainment 231.90 Printing 91.04 Grand Total $968.45