In the United States Bankruptcy Court for the District of Delaware

Case 18-10122 Doc 12 Filed 01/22/18 Page 1 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al.,1 ) Case No. 18-10122 (___) ) Debtors. ) (Joint Administration Requested) )

DECLARATION OF CATHERINE NOWNES-WHITAKER ON BEHALF OF RUST CONSULTING OMNI BANKRUPTCY REGARDING SERVICE OF SOLICITATION PACKAGES AND TABULATION OF BALLOTS CAST ON THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES ______

Catherine Nownes-Whitaker, hereby declares, under penalty of perjury, as follows:

1. I am a Bankruptcy Consultant of Rust Consulting Omni Bankruptcy (“Omni”), located at 5955 DeSoto Avenue, Suite 100, Woodland Hills, California 91367. I am over the age of 18 years and do not have a direct interest in this chapter 11 case and should be considered an impartial party.

2. I submit this declaration with respect to the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates dated January 11, 2018

(as amended, supplemented, or modified from time to time, the “Plan”).2 Except as otherwise indicated herein, all facts set forth herein are based upon my personal knowledge or my review

1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan. Case 18-10122 Doc 12 Filed 01/22/18 Page 2 of 5

of relevant documents. I am authorized to submit this Declaration on behalf of Omni. If I were called upon to testify, I could and would testify competently as to the facts set forth herein.

3. Prior to the commencement of their chapter 11 cases, PES Holdings, LLC and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), designated Omni as their voting agent to assist the Debtors

with, among other things, (a) the balloting process and service of solicitation materials to the

parties entitled to vote to accept or reject the Prepackaged Plan, and (b) the tabulation of votes

cast with respect thereto. Rust Omni and its employees have considerable experience in

soliciting and tabulating votes to accept or reject proposed prepackaged chapter 11 plans.

Service of Solicitation Packages

4. I supervised service of the following materials :

a. Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC. and its Debtor Affiliates, dated January 17, 2018 with all exhibits thereto, including:

Exhibit A: Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates, Exhibit B: Restructuring Support Agreement, Exhibit C: Financial Projections, Exhibit D: Liquidation Analysis, Exhibit E: Valuation Analysis, Exhibit F: Corporate Organizational Chart, together, (the “Disclosure Statement”);

b. Class 7 Ballot for Voting on the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates (the “Class 7 Ballot”) a copy of which is attached as Exhibit A hereto; and

c. Class 8 Ballot for Voting on the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates (the “Class 8 Ballot”) a copy of which is attached as Exhibit B hereto.

Case 18-10122 Doc 12 Filed 01/22/18 Page 3 of 5

5. Unless otherwise noted below, on January 17, 2018 I caused true and correct copies of the above documents to be served via electronic mail.

Vote Declaration

6. Under the Plan, only Holders of claims (“Claims”) in the following classes (the

“Voting Classes”) were designated as being entitled to vote to accept or reject the Prepackaged

Plan:

Class Class Description Class 7 Term Loan A Claims Class 8 Term Loan B Claims

7. The Debtors established January 16, 2018, as the record date (the “Voting

Record Date”) for determining which Holders of Claims in the Voting Classes were entitled to vote on the Prepackaged Plan.

8. The procedures for the solicitation and tabulation of votes on the Prepackaged

Plan (the “Solicitation Procedures”) are outlined in the Disclosure Statement and Ballots. Omni was instructed to solicit, review, determine the validity of, and tabulate Ballots submitted with respect to the Plan by the Holders of Claims in the Voting Classes in accordance with the

Solicitation Procedures.

9. The lists of lenders holding Class 7 Term Loan A Claims as of the Voting Record

Date were provided by Stephen Vollmer from PNC Capital Markets LLC, one of the joint lead arrangers for this facility.

10. The lists of lenders holding Class 8 Term Loan B Claims as of the Voting Record

Date were provided by Julien Castello from JPMorgan Chase Bank N.A., the administrative agent, sole lead arranger, and sole bookrunner for this facility.

Case 18-10122 Doc 12 Filed 01/22/18 Page 4 of 5

11. In accordance with the Solicitation Procedures, Omni solicited the holders of

Claims in the Voting Classes as of the Voting Record Date. Ballots returned by email, hand delivery, or overnight courier were, and continue to be, received by personnel of Omni at the offices of Omni in Woodland Hills, CA . All Ballots received by Omni were, and continue to be, processed in accordance with the Solicitation Procedures.

12. In order for a Ballot to be counted as valid, the Ballot must (a) be properly completed in accordance with the Solicitation Procedures, (b) contain sufficient information to permit the identification of the Holder, be signed, and indicate an acceptance or rejection of the

Plan, and (c) be received by Omni by the relevant deadline. The deadline with respect to the

Voting Classes was 5:00 p.m. (Prevailing Eastern Time) on January 19, 2018 (the “Voting

Deadline”). All validly completed and executed Ballots cast by holders in the Voting Classes that were received by Omni on or before the Voting Deadline were tabulated as outlined in the

Solicitation Procedures.

13. The final tabulation of the votes cast through timely and properly completed

Ballots in the Voting Classes received by Omni by the Voting Deadline (the “Tabulation

Report”) is attached as Exhibit C hereto.

[Remainder of page intentionally left blank]

Case 18-10122 Doc 12 Filed 01/22/18 Page 5 of 5

Pursuant to 28 U.S. C. § 1746, I declare under penalty of perjurythat the foregoing is true andcorrect to thebest of my knowledge, informationand belief.

Executed on January 22, 2018

RUST CONSUL TING OMNIBANKRUPTCY

{';,, '" \� , CatherineNownes BankruptcyConsultant Case 18-10122 Doc 12-1 Filed 01/22/18 Page 1 of 8

Exhibit A

Class 7 Ballot

Case 18-10122 Doc 12-1 Filed 01/22/18 Page 2 of 8 PES Holdings, LLC, et al. Class 7 Ballot

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. IMPORTANT: NO CHAPTER 11 CASES HAVE BEEN COMMENCED AS OF THE DATE OF THE DISTRIBUTION OF THIS BALLOT. THE DEBTORS (AS DEFINED HEREIN) INTEND TO FILE CHAPTER 11 CASES AND SEEK CONFIRMATION OF THE PLAN (AS DEFINED HEREIN) BY THE BANKRUPTCY COURT SHORTLY THEREAFTER AS DESCRIBED IN GREATER DETAIL IN THE ACCOMPANYING DISCLOSURE STATEMENT. § In re: § Chapter 11 § PES HOLDINGS, LLC, et al.,1 § Case No. 18-_____ (___) § Debtors. § (Joint Administration Pending) §

CLASS 7 BALLOT FOR ACCEPTING OR REJECTING THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES

If you are the holder of a Term Loan A Claim (Class 7) as of January 17, 2018 (the “Voting Record Date”), please use this “Ballot” to cast your vote to accept or reject the Joint Prepackaged Plan of Reorganization for PES Holdings, LLC and its Debtor Affiliates (as may be amended, modified or supplemented in accordance with the “Plan”),2 which is being proposed by PES Holdings, LLC and its affiliates that also intend to commence chapter 11 cases (the “Debtors”). The Plan is included as Exhibit A to the accompanying Disclosure Statement, dated January 17, 2018 (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the “Disclosure Statement”). The Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if the Plan (a) is accepted by the holders of two-thirds in amount and more than one-half in number of Claims in each Class that vote on the Plan, and (b) otherwise satisfies the requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if the Plan (a) provides fair and equitable treatment to, and does not discriminate unfairly against, the class(es) of claims that rejected the Plan, in accordance with section 1129(b) of the Bankruptcy Code, and (b) otherwise satisfies the requirements of sections 1129(a) and 1129(b) of the Bankruptcy Code.

Please carefully read the enclosed Disclosure Statement and Plan and follow the enclosed instructions for completing this Ballot. If you believe you have received this Ballot in error, if you believe that you have received the wrong Ballot, or if you believe you are a holder of a Claim in more than one Class entitled to vote to accept or reject the Plan and have not received a Ballot for each such Class, please contact the Solicitation Agent immediately. If you have any questions regarding this Ballot, the enclosed voting instructions, the procedures for voting, or need to obtain additional solicitation materials, please contact the Solicitation Agent by (1) emailing [email protected] and referencing “PES Holdings, LLC” in the subject line, (2) calling (844) 459-0695 or (818) 906-8300 (international calls), and asking for the Solicitation Group, or (3) writing to the following address: PES Holdings, LLC, et al. c/o Rust Consulting/Omni Bankruptcy, 5955 DeSoto Ave., Suite 100, Woodland Hills, C.A. 91367. You may wish to seek legal or other professional advice concerning the proposals related to the Plan.

IMPORTANT VOTING DEADLINE: 5:00 P.M. PREVAILING EASTERN TIME ON JANUARY 19, 2018 REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN. BALLOTS MAY BE SUBMITTED VIA EMAIL BUT WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is 1735 Market Street, Philadelphia, Pennsylvania 19103. 2 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Plan.

Case 18-10122 Doc 12-1 Filed 01/22/18 Page 3 of 8 PES Holdings, LLC, et al. Class 7 Ballot

DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter of transmittal and may not be used for any purpose other than to (i) cast votes to accept or reject the Plan and (ii) as provided in Item 3 of this Ballot, elect to opt out of the Third-Party Release (as defined below).

HOW TO VOTE 1. COMPLETE ITEM 1, ITEM 2, AND ITEM 3 (OPTIONAL).

2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4.

3. SIGN AND DATE YOUR BALLOT. Please provide your name and mailing address in the space provided on this Ballot.3

4. RETURN THE BALLOT (i) in the enclosed pre-paid, pre-addressed return envelope, (ii) via first class mail, overnight courier, or hand delivery to the address set forth in Item 4 of this Ballot, or (iii) via email (attaching a scanned PDF of the fully executed Ballot) to [email protected] and reference “PES Holdings, LLC” in the subject line, in each case by 5:00 p.m. prevailing Eastern Time on January 19, 2018 (the “Voting Deadline”), as discussed below. Ballots returned by facsimile will not be accepted.

5. IF YOUR CLAIM IS HELD IN MULTIPLE ACCOUNTS, YOU MAY RECEIVE MORE THAN ONE BALLOT CODED FOR EACH SUCH ACCOUNT FOR WHICH YOUR CLAIMS ARE HELD. SIMILARLY, IF YOU HOLD A CLAIM IN MORE THAN ONE CLASS ENTITLED TO VOTE YOU MAY RECEIVE MORE THAN ONE BALLOT FOR EACH SUCH CLAIM. EACH BALLOT VOTES ONLY YOUR CLAIMS INDICATED ON THAT BALLOT. ACCORDINGLY, YOU MUST COMPLETE AND RETURN EACH BALLOT YOU RECEIVE TO VOTE MULTIPLE CLAIMS.

6. YOU MUST VOTE ALL OF YOUR CLASS 7 TERM LOAN A CLAIMS EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT YOUR VOTE.

OTHER IMPORTANT INFORMATION 1. Any Ballot submitted that is incomplete or illegible, indicates unclear or inconsistent votes with respect to the Plan or is improperly signed and returned will NOT be counted unless the Debtors otherwise determine.

2. To vote, you MUST deliver your completed Ballot so that it is ACTUALLY RECEIVED by the Solicitation Agent on or before the Voting Deadline by one of the methods described above. The “Voting Deadline” is 5:00 p.m. prevailing Eastern Time on January 19, 2018.

3. Any Ballot received by the Solicitation Agent after the Voting Deadline will not be counted with respect to acceptance or rejection of the Plan, as applicable, unless the Debtors otherwise determine. Subject to the Restructuring Support Agreement, no Ballot may be withdrawn or modified after the Voting Deadline without the Debtors’ prior consent and/or permission of the Bankruptcy Court.

4. Delivery to the Solicitation Agent of a Ballot reflecting your vote will be deemed to have occurred only when the Solicitation Agent actually receives the originally executed Ballot or, in the case of an emailed Ballot, when the Solicitation Agent actually receives the email attaching a scanned PDF copy of your executed Ballot. In all cases, you should allow sufficient time to assure timely delivery of your Ballot by the Voting Deadline.

5. If, as of the Voting Record Date, you held Claims in more than one voting Class under the Plan, you should receive a separate Ballot for each Class of Claims, coded by Class number, and a set of solicitation materials. You may also receive more than one Ballot if, as of the Voting Record Date, you held Claims through one or more affiliated funds, in which case the vote cast by each such affiliated fund will be counted separately.

3 If you are signing this Ballot in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, or officer of a corporation or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Solicitation Agent, the Debtors, the Debtors’ proposed counsel, or the Bankruptcy Court, you must submit proper evidence to the requesting party of authority to so act on behalf of such holder.

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Separate Claims held by affiliated funds in a particular Class shall not be aggregated, and the vote of each such affiliated fund related to its Claims shall be treated as a separate vote to accept or reject the Plan (as applicable). If you hold any portion of a single Claim, you and all other holders of any portion of such Claim will be (a) treated as a single creditor for voting purposes and (b) required to vote every portion of such Claim collectively to either accept or reject the Plan. The Debtors reserve the right to challenge the validity of any vote that has been improperly split for voting purposes.

6. If you deliver multiple Ballots to the Solicitation Agent with respect to the same Claim, ONLY the last properly executed Ballot timely received will be deemed to reflect your intent and will supersede and revoke any prior Ballot(s). For the avoidance of doubt, all prior Ballots submitted by you prior to the Ballot last received by the Solicitation Agent will be deemed null and void.

VOTING — COMPLETE THIS SECTION

Item 1. Principal Amount of Class 7 Term Loan A Claims. The undersigned hereby certifies that, as of the Voting Record Date, the undersigned was the holder of Class 7 Term Loan A Claims (or authorized signatory for an entity that is a holder of such Claims) in the following aggregate principal amount, excluding, for the avoidance of doubt, accrued but unpaid interest and other amounts that may be owed to the undersigned (or the entity for whom the undersigned is signatory) (please fill in the amount if not otherwise completed):

Amount of Term Loan A Claims: $______

Item 2. Vote. You may vote to accept or reject the Plan. You must check one of the boxes below in order to have your vote counted.

The holder of the Class 7 Term Loan A Claims set forth in Item 1 above votes to (please check one and only one):

ACCEPT (VOTE FOR) THE PLAN

REJECT (VOTE AGAINST) THE PLAN

The Plan, though proposed jointly, constitutes a separate Plan proposed by each Debtor. Accordingly, your vote cast above will be applied in the same manner and in the same amount in Class 7 against each applicable Debtor.

Item 3. Important information regarding the Third Party Releases.

The Plan contains a series of releases that are part of the overall restructuring set forth in the Plan and described in greater detail in the Disclosure Statement. In that respect, parties should be aware that, if the Plan is confirmed and the Effective Date occurs, certain parties will be getting releases and certain parties will be giving releases as set forth in Article VIII.C of the Plan and as further described in Article VI.S of the Disclosure Statement. For your convenience, excerpts of the release provisions from the Plan are set forth below, however, you should carefully read the enclosed Disclosure Statement and Plan with respect to the releases.

If you do not consent to the releases contained in the Plan and the related injunction, you may elect not to grant such releases but only if you (1) vote to reject the Plan in Item 1 above and (2) file an objection to the third party releases with the Court. IF YOU (A) VOTE TO ACCEPT THE PLAN, (B) FAIL TO SUBMIT A BALLOT BY THE VOTING DEADLINE, (C) SUBMIT THIS BALLOT BUT ABSTAIN FROM VOTING, OR (D) VOTE TO 3

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REJECT THE PLAN BUT DO NOT FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, THEN YOU WILL BE DEEMED TO CONSENT TO THE THIRD-PARTY RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN.

ARTICLE VIII.C OF THE PLAN PROVIDES FOR THE THIRD-PARTY RELEASE:

AS OF THE EFFECTIVE DATE, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR, REORGANIZED DEBTOR, AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART:

(A) THE DEBTORS, THE DEBTORS’ IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS, OR THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT;

(B) ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, OR THE PLAN;

(C) THE CHAPTER 11 CASES, THE DISCLOSURE STATEMENT, THE PLAN, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT; OR

(D) ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE ANY POST- EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE THIRD-PARTY RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE THIRD PARTY RELEASE IS: (1) CONSENSUAL; (2) ESSENTIAL TO THE CONFIRMATION OF THE PLAN; (3) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (4) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE THIRD-PARTY RELEASE; (5) IN THE BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (6) FAIR, EQUITABLE, AND REASONABLE; (7) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING; AND (8) A BAR TO 4

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ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE THIRD-PARTY RELEASE.

IMPORTANT INFORMATION REGARDING THE THIRD-PARTY RELEASE:

UNDER THE PLAN, “RELEASING PARTIES” MEANS COLLECTIVELY, AND IN EACH CASE SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS AND REORGANIZED DEBTORS; (B) THE PARENT PARTIES; (C) THE TERM LOAN A LENDERS; (D) THE TERM LOAN B LENDERS; (E) THE TERM LOAN A AGENT; (F) THE TERM LOAN B AGENT; (G) THE INTERMEDIATION LENDERS; (H) THE FIRST LOSS LENDERS; (I) THE REFINING ABL LENDERS; (J) THE REFINING ABL AGENT; (K) THE DIP FACILITY LENDERS; (L) THE DIP FACILITY AGENT; (M) THE DIP COMMITMENT PARTIES; (N) THE ADDITIONAL FINANCING LENDER; (O) THE PURCHASER; (P) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (O), EACH SUCH ENTITY’S CURRENT AND FORMER PREDECESSORS, SUCCESSORS, AFFILIATES (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), SUBSIDIARIES, DIRECT AND INDIRECT EQUITYHOLDERS, FUNDS, PORTFOLIO COMPANIES, MANAGEMENT COMPANIES; (Q) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (P), EACH OF THEIR RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, PARTNERS, MANAGERS, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, PRINCIPALS, PROFESSIONALS, CONSULTANTS, FINANCIAL ADVISORS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, AND OTHER PROFESSIONAL ADVISORS (WITH RESPECT TO CLAUSE (P), EACH SOLELY IN THEIR CAPACITY AS SUCH); AND (R) ALL HOLDERS OF CLAIMS AND INTERESTS NOT DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (Q); PROVIDED, HOWEVER, THAT ANY HOLDER OF A CLAIM OR INTEREST THAT (I) VOTES TO REJECT THE PLAN AND (II) OBJECTS TO THE RELEASES IN THE PLAN SHALL NOT BE A “RELEASING PARTY.”

AS A “RELEASING PARTY” UNDER THE PLAN, YOU ARE DEEMED TO PROVIDE THE RELEASES CONTAINED IN ARTICLE VIII.C OF THE PLAN, AS SET FORTH ABOVE. YOU MAY ELECT NOT TO GRANT THE RELEASES CONTAINED IN ARTICLE VIII.C OF THE PLAN ONLY IF THE COURT DETERMINES THAT YOU HAVE THE RIGHT TO OPT-OUT OF THE RELEASES AND ONLY IF YOU (A) VOTE TO REJECT THE PLAN AND (B) FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT. SUBJECT TO ANY FINAL ORDER OF THE BANKRUPTCY COURT TO THE CONTRARY, REGARDLESS OF WHETHER THE COURT DETERMINES THAT YOU HAVE A RIGHT TO OPT-OUT OF THE RELEASES, IF YOU (A) VOTE TO ACCEPT THE PLAN, (B) FAIL TO SUBMIT A BALLOT BY THE VOTING DEADLINE, (C) SUBMIT THE BALLOT BUT ABSTAIN FROM VOTING TO ACCEPT OR REJECT THE PLAN, OR (D) VOTE TO REJECT THE PLAN AND FAIL TO FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, IN EACH CASE YOU WILL BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN.

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Item 4. Authorization. By signing and returning this Ballot, the undersigned certifies to the Debtors and the Bankruptcy Court that:

1. the undersigned is (a) the holder of the Term Loan A Claims (Class 7) being voted, or (b) the authorized signatory for an entity that is a holder of such Term Loan A Claims;

2. the undersigned has received a copy of the solicitation materials, including the Plan and the Disclosure Statement, and acknowledges that the undersigned’s vote as set forth on this Ballot is subject to the terms and conditions set forth therein and herein;

3. the undersigned has cast the same vote with respect to all of its Term Loan A Claims (Class 7) in connection with the Plan; and

4. (a) no other Ballot with respect to the same Term Loan A Claims (Class 7) identified in Item 1 has been cast or (b) if any other Ballot has been cast with respect to such Term Loan A Claims, then any such earlier Ballots are hereby revoked and deemed to be null and void.

Name of Holder:

Signature: Signatory Name (if other than the holder) and Capacity of Signatory: Title: Address: Email Address: Telephone Number: Date Completed:

No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan. This Ballot shall not constitute or be deemed a proof of claim or interest or an assertion of a claim or interest.

PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT PROMPTLY. THIS BALLOT MUST BE COMPLETED, EXECUTED, AND RETURNED BY ONE OF THE FOLLOWING RETURN METHODS SO THAT IT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT PRIOR TO JANUARY 19, 2018, AT 5:00 P.M. PREVAILING EASTERN TIME OR YOUR VOTE WILL NOT BE COUNTED: (I) IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED RETURN ENVELOPE, (II) VIA FIRST CLASS MAIL, OVERNIGHT COURIER, OR HAND DELIVERY TO THE ADDRESS SET FORTH BELOW, OR (III) VIA EMAIL (ATTACHING A SCANNED PDF OF THE FULLY EXECUTED BALLOT) TO [email protected] AND REFERENCE “PES HOLDINGS, LLC” IN THE SUBJECT LINE. PLEASE CHOOSE ONLY ONE METHOD TO RETURN YOUR BALLOT. PES Holdings, LLC, et al. c/o Rust Consulting/Omni Bankruptcy 5955 DeSoto Ave., Suite 100, Woodlands, C.A. 91367 Telephone: (844) 459-0695 or (818) 906-8300 (international calls), and ask for the Solicitation Group 6

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EMAIL: [email protected] and reference “PES Holdings” in the subject line

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT BY EMAILING [email protected] AND REFERENCING “PES HOLDINGS, LLC” IN THE SUBJECT LINE, OR BY CALLING (844) 459-0695 OR (818) 906-8300 (INTERNATIONAL CALLS), AND ASK FOR THE SOLICITATION GROUP.

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Exhibit B

Class 8 Ballot

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 2 of 8 PES Holdings, LLC, et al. Class 8 Ballot

CLASS 8 BALLOT FOR ACCEPTING OR REJECTING JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES

If you are the holder of a Term Loan B Claim (Class 8) as of January 17, 2018 (the “Voting Record Date”), please use this “Ballot” to cast your vote to accept or reject the Joint Prepackaged Plan of Reorganization for PES Holdings, LLC and its Debtor Affiliates (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the “Plan”),2 which is being proposed by PES Holdings, LLC and its affiliates that also intend to commence chapter 11 cases (the “Debtors”). The Plan is included as Exhibit A to the accompanying Disclosure Statement, dated January 17, 2018 (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the “Disclosure Statement”). The Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if the Plan (a) is accepted by the holders of two-thirds in amount and more than one-half in number of Claims in each Class that vote on the Plan, and (b) otherwise satisfies the requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if the Plan (a) provides fair and equitable treatment to, and does not discriminate unfairly against, the class(es) of claims that rejected the Plan, in accordance with section 1129(b) of the Bankruptcy Code, and (b) otherwise satisfies the requirements of sections 1129(a) and 1129(b) of the Bankruptcy Code. Please carefully read the enclosed Disclosure Statement and Plan and follow the enclosed instructions for completing this Ballot. If you believe you have received this Ballot in error, if you believe that you have received the wrong Ballot, or if you believe you are a holder of a Claim in more than one Class entitled to vote to accept or reject the Plan and have not received a Ballot for each such Class, please contact the Solicitation Agent immediately. If you have any questions regarding this Ballot, the enclosed voting instructions, the procedures for voting, or need to obtain additional solicitation materials, please contact the Solicitation Agent by (1) emailing [email protected] and referencing “PES Holdings, LLC” in the subject line, (2) calling (844) 459-0695 or (818) 906-8300 (international calls), and asking for the Solicitation Group, or (3) writing to the following address: PES Holdings, LLC, et al. c/o Rust Consulting/Omni Bankruptcy, 5955 DeSoto Ave., Suite 100, Woodland Hills, C.A. 91367. You may wish to seek legal or other professional advice concerning the proposals related to the Plan. IMPORTANT VOTING DEADLINE: 5:00 P.M. PREVAILING EASTERN TIME ON JANUARY 19, 2018 REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN. BALLOTS MAY BE SUBMITTED VIA EMAIL BUT WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103. 2 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Plan.

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 3 of 8 PES Holdings, LLC, et al. Class 8 Ballot

HOW TO VOTE 1. COMPLETE ITEM 1, ITEM 2, AND ITEM 3 (OPTIONAL).

2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4.

3. SIGN AND DATE YOUR BALLOT. Please provide your name and mailing address in the space provided on this Ballot.3

6. YOU MUST VOTE ALL OF YOUR CLASS 8 TERM LOAN B CLAIMS EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT YOUR VOTE.

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 4 of 8 PES Holdings, LLC, et al. Class 8 Ballot

VOTING — COMPLETE THIS SECTION

Item 1. Principal Amount of Class 8 Term Loan B Claims. The undersigned hereby certifies that, as of the Voting Record Date, the undersigned was the holder of Class 8 Term Loan B Claims (or authorized signatory for an entity that is a holder of such Claims) in the following aggregate principal amount, excluding, for the avoidance of doubt, accrued but unpaid interest and other amounts that may be owed to the undersigned (or the entity for whom the undersigned is signatory) (please fill in the amount if not otherwise completed):

Amount of Term Loan B Claims: $______

Item 2. Vote. You may vote to accept or reject the Plan. You must check one of the boxes below in order to have your vote counted.

The holder of the Class 8 Term Loan B Claims set forth in Item 1 above votes to (please check one and only one):

ACCEPT (VOTE FOR) THE PLAN

REJECT (VOTE AGAINST) THE PLAN

Item 3. Important information regarding the Third Party Releases.

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 5 of 8 PES Holdings, LLC, et al. Class 8 Ballot

THE PLAN BUT DO NOT FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, THEN YOU WILL BE DEEMED TO CONSENT TO THE THIRD- PARTY RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN.

ARTICLE VIII.C OF THE PLAN PROVIDES FOR THE THIRD-PARTY RELEASE:

(D) ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN.

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 6 of 8 PES Holdings, LLC, et al. Class 8 Ballot

RELEASED PURSUANT TO THE THIRD-PARTY RELEASE.

IMPORTANT INFORMATION REGARDING THE THIRD-PARTY RELEASE:

Item 4. Authorization. By signing and returning this Ballot, the undersigned certifies to the Debtors and the Bankruptcy Court that:

1. the undersigned is (a) the holder of the Term Loan B Claims (Class 8) being voted, or (b) the authorized signatory for an entity that is a holder of such Term Loan B Claims;

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 7 of 8 PES Holdings, LLC, et al. Class 8 Ballot

3. the undersigned has cast the same vote with respect to all of its Term Loan B Claims (Class 8) in connection with the Plan; and

4. (a) no other Ballot with respect to the same Term Loan B Claims (Class 8) identified in Item 1 has been cast or (b) if any other Ballot has been cast with respect to such Term Loan B Claims, then any such earlier Ballots are hereby revoked and deemed to be null and void.

Name of Holder:

Signature: Signatory Name (if other than the holder) and Capacity of Signatory: Title: Address: Email Address: Telephone Number: Date Completed:

Case 18-10122 Doc 12-2 Filed 01/22/18 Page 8 of 8 PES Holdings, LLC, et al. Class 8 Ballot

Case 18-10122 Doc 12-3 Filed 01/22/18 Page 1 of 9

Exhibit C

Tabulation Report

Case 18-10122 Doc 12-3 Filed 01/22/18 Page 2 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 7 - Term A Lenders

Class Summary Voting Outcome: Accepted

Total Received Total Valid Accepted Rejected Invalid # Votes: 11 11 11 0 0 Vote %: 100.00% 0.00% Amt: $97,500,000.00 $97,500,000.00 $0.00 Amt %: 100.00% 0.00%

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment BANK OF AMERICA, N.A. 9 M9 1/19/2018 $9,471,428.58 $9,471,428.58 Accept BENEFICIAL BANK 6 M6 1/19/2018 $8,357,142.83 $8,357,142.83 Accept BRANCH BANKING & TRUST COMPANY 1 M1 1/18/2018 $2,785,714.26 $2,785,714.26 Accept CITIZENS BANK, NA 8 M8 1/19/2018 $11,142,857.17 $11,142,857.17 Accept CREDIT SUISSE AG, CAYMAN ISLANDS 10 M10 1/18/2018 $9,471,428.58 $9,471,428.58 Accept BRANCH GOLDMAN SACHS LENDING PARTNERS, LLC 7 M7 1/19/2018 $12,257,142.84 $12,257,142.84 Accept PNC BANK NATIONAL ASSOCIATION 2 M2 1/18/2018 $12,257,142.90 $12,257,142.90 Accept REPUBLIC FIRST BANK D/B/A REPUBLIC 5 M5 1/18/2018 $2,785,714.26 $2,785,714.26 Accept BANK THE HUNTINGTON NATIONAL BANK 4 M4 1/19/2018 $11,142,857.17 $11,142,857.17 Accept WEBSTERBANK 11 M11 1/19/2018 $9,471,428.58 $9,471,428.58 Accept WILMINGTON SAVINGS FUND SOCIETY, FSB 3 M3 1/18/2018 $8,357,142.83 $8,357,142.83 Accept

Friday, January 19, 2018 Pending - Page 1 of 1

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 3 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Class Summary Voting Outcome: Accepted

Total Received Total Valid Accepted Rejected Invalid # Votes: 121 121 121 0 0 Vote %: 100.00% 0.00% Amt: $486,143,886.92 $486,143,886.92 $0.00 Amt %: 100.00% 0.00%

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment AMMC CLO 21, LIMITED 27 M27 1/19/2018 $2,144,322.00 $2,144,322.00 Accept AMMC CLO XI, LIMITED 28 M28 1/19/2018 $2,069,082.00 $2,069,082.00 Accept AMMC CLO XII, LIMITED 29 M29 1/19/2018 $2,622,965.00 $2,622,965.00 Accept AMMC CLO XIII, LIMITED 30 M30 1/19/2018 $1,914,573.00 $1,914,573.00 Accept AMMC CLO XIV, LIMITED 31 M31 1/19/2018 $962,121.00 $962,121.00 Accept ATRIUM IX 32 M32 1/18/2018 $5,556,274.00 $5,556,274.00 Accept ATRIUM X 33 M33 1/18/2018 $5,000,625.00 $5,000,625.00 Accept BENTHAM WHOLESALE SYNDICATED LOAN 34 M34 1/18/2018 $11,519,330.00 $11,519,330.00 Accept FUND BOWERY FUNDING ULC 35 M35 1/18/2018 $974,425.00 $974,425.00 Accept CREDIT SUISSE ASSET MANAGEMENT, LLC - 36 M36 1/18/2018 $944,808.00 $944,808.00 Accept SENIOR SECURED FLOATING RATE LOAN FUND CREDIT SUISSE ASSET MGMT LLC-CREDIT 37 M37 1/18/2018 $962,121.00 $962,121.00 Accept SUISSE OPPOR FDS-CREDIT SUISSE STRTGC INC FD CREDIT SUISSE FLOATING RATE HIGH 38 M38 1/18/2018 $16,856,596.00 $16,856,596.00 Accept INCOME FUND CREDIT SUISSE NOVA (LUX) GLOBAL 39 M39 1/18/2018 $22,890,808.00 $22,890,808.00 Accept SENIOR LOAN FUND

Friday, January 19, 2018 Pending - Page 1 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 4 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment CSAM - ATRIUM VIII 40 M40 1/18/2018 $4,004,558.00 $4,004,558.00 Accept CSAM - ATRIUM XI 41 M41 1/18/2018 $6,770,373.00 $6,770,373.00 Accept CSAM - CLOCKTOWER US SENIOR LOAN 42 M42 1/18/2018 $733,320.00 $733,320.00 Accept FUND A SERIES TRUST OF MYL GLOBAL INVST TRUST CSAM - COPPERHILL LOAN FUND I, LLC 43 M43 1/18/2018 $966,450.00 $966,450.00 Accept CSAM - CREDIT SUISSE FLOATING RATE 44 M44 1/18/2018 $2,410,187.00 $2,410,187.00 Accept TRUST CSAM - CREDIT SUISSE SENIOR LOAN 45 M45 1/18/2018 $2,937,061.00 $2,937,061.00 Accept INVESTMENT UNIT TRUST CSAM - ERIE INDEMNITY COMPANY 46 M46 1/18/2018 $441,700.00 $441,700.00 Accept CSAM - ERIE INSURANCE EXCHANGE 47 M47 1/18/2018 $2,502,966.00 $2,502,966.00 Accept CSAM - HYFI LOAN FUND 48 M48 1/18/2018 $4,918,915.00 $4,918,915.00 Accept CSAM - KP FIXED INCOME FUND 49 M49 1/18/2018 $688,389.00 $688,389.00 Accept CSAM - MADISON PARK FUNDING IX, LTD. 50 M50 1/18/2018 $3,353,690.00 $3,353,690.00 Accept CSAM - MADISON PARK FUNDING X LTD. 51 M51 1/18/2018 $4,764,887.00 $4,764,887.00 Accept CSAM - MADISON PARK FUNDING XII LTD 12 M12 1/18/2018 $4,111,617.00 $4,111,617.00 Accept CSAM - MADISON PARK FUNDING XV, LTD. 13 M13 1/18/2018 $4,351,523.00 $4,351,523.00 Accept CSAM - MADISON PARK FUNDING XVI, LTD. 14 M14 1/18/2018 $3,887,780.00 $3,887,780.00 Accept CSAM - MADISON PARK FUNDING XVII, LTD 15 M15 1/18/2018 $4,874,621.00 $4,874,621.00 Accept CSAM - MADISON PARK FUNDING XVIII, LTD. 16 M16 1/18/2018 $4,872,123.00 $4,872,123.00 Accept CSAM - MADISON PARK FUNDING XXI, LTD. 17 M17 1/18/2018 $4,105,813.00 $4,105,813.00 Accept CSAM - MADISON PARK FUNDING XXIV, LTD. 18 M18 1/18/2018 $2,961,140.00 $2,961,140.00 Accept CSAM - PK-SSL INVESTMENT FUND LIMITED 19 M19 1/19/2018 $4,738,717.00 $4,738,717.00 Accept PARTNERSHIP CSAM - STATE OF NEW MEXICO STATE 20 M20 1/18/2018 $958,532.00 $958,532.00 Accept INVESTMENT COUNCIL CSAM - THE CITY OF NEW YORK GROUP 21 M21 1/18/2018 $6,028,685.00 $6,028,685.00 Accept TRUST

Friday, January 19, 2018 Pending - Page 2 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 5 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment CSAM - THE EATON CORPORATION MASTER 22 M22 1/18/2018 $972,589.00 $972,589.00 Accept RETIREMENT TRUST CSAM - WESPATH FUNDS TRUST 23 M23 1/18/2018 $2,148,560.00 $2,148,560.00 Accept CSAM US1L009318 - ATRIUM XII 24 M24 1/18/2018 $3,963,201.00 $3,963,201.00 Accept CSAM-AUSTRALIANSUPER 25 M25 1/18/2018 $11,495,126.00 $11,495,126.00 Accept CSAM-BELL ATLANTIC MASTER TRUST 26 M26 1/18/2018 $954,887.00 $954,887.00 Accept CSAM-COMMONWEALTH OF PA - TREASURY 52 M52 1/18/2018 $952,500.00 $952,500.00 Accept CSAM-CREDIT SUISSE HIGH YIELD BOND 53 M53 1/18/2018 $2,886,364.00 $2,886,364.00 Accept FUND CSAM-MADISON PARK FUNDING XIV, LTD. 54 M54 1/18/2018 $5,145,129.00 $5,145,129.00 Accept CSFB-CALIFORNIA STATE TEACHERS 55 M55 1/18/2018 $3,370,429.00 $3,370,429.00 Accept RETIREMENT SYSTEM DOLLAR SENIOR LOAN FUND LTD 56 M56 1/18/2018 $5,232,655.00 $5,232,655.00 Accept GREAT AMERICAN INSURANCE COMPANY 61 M61 1/19/2018 $713,221.00 $713,221.00 Accept GREAT AMERICAN LIFE INSURANCE 62 M62 1/19/2018 $2,139,662.00 $2,139,662.00 Accept COMPANY HALCYON - ASCENSION ALPHA FUND, LLC 63 M63 1/19/2018 $14,362,095.00 $14,362,095.00 Accept HALCYON - ASCENSION HEALTH MASTER 64 M64 1/19/2018 $4,151,813.00 $4,151,813.00 Accept PENSION TRUST HALCYON - FRANCISCAN ALLIANCE INC 65 M65 1/19/2018 $1,535,345.00 $1,535,345.00 Accept HALCYON - NORTHEAST UTILITIES SERVICE 66 M66 1/19/2018 $8,876,056.00 $8,876,056.00 Accept CO. RETIREMENT PLAN MASTER TRUST HALCYON - PARTNERS CAPITAL PHOENIX 67 M67 1/19/2018 $3,722,539.00 $3,722,539.00 Accept FUND II LTD. - DIVERSIFIED INCOME FUND HALCYON - ROCK BLUFF STRATEGIC FIXED 68 M68 1/19/2018 $15,103,885.00 $15,103,885.00 Accept INCOME PARTNERSHIP LP HALCYON LOAN ADVISORS FUNDING 2012-1 69 M69 1/19/2018 $7,359,725.00 $7,359,725.00 Accept LTD HALCYON LOAN ADVISORS FUNDING 2012-2 70 M70 1/19/2018 $10,292,938.00 $10,292,938.00 Accept LTD.

Friday, January 19, 2018 Pending - Page 3 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 6 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment HALCYON LOAN ADVISORS FUNDING 2013-1 71 M71 1/19/2018 $12,081,658.00 $12,081,658.00 Accept LTD HALCYON LOAN ADVISORS FUNDING 2013-2 72 M72 1/19/2018 $9,317,569.00 $9,317,569.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2014-1 73 M73 1/19/2018 $7,523,319.00 $7,523,319.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2014-2 74 M74 1/19/2018 $13,347,387.00 $13,347,387.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2014-3 75 M75 1/19/2018 $10,841,614.00 $10,841,614.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2015-1 76 M76 1/19/2018 $4,952,934.00 $4,952,934.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2015-2 77 M77 1/19/2018 $4,971,322.00 $4,971,322.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2015-3 78 M78 1/19/2018 $4,971,427.00 $4,971,427.00 Accept LTD. HALCYON LOAN ADVISORS FUNDING 2017-1 79 M79 1/19/2018 $1,984,375.00 $1,984,375.00 Accept LTD. HALCYON LOAN TRADING FUND LLC 80 M80 1/19/2018 $13,781,530.00 $13,781,530.00 Accept HALCYON SENIOR LOAN FUND I MASTER LP 81 M81 1/19/2018 $5,831,633.00 $5,831,633.00 Accept HCN LP 82 M82 1/19/2018 $12,007,307.00 $12,007,307.00 Accept MADISON PARK FUNDING III, LTD 96 M96 1/18/2018 $3,810,000.00 $3,810,000.00 Accept MADISON PARK FUNDING V LTD 97 M97 1/18/2018 $4,531,591.00 $4,531,591.00 Accept MADISON PARK FUNDING VI LTD 98 M98 1/18/2018 $3,593,820.00 $3,593,820.00 Accept MADISON PARK FUNDING XI, LTD 99 M99 1/18/2018 $3,855,811.00 $3,855,811.00 Accept MADISON PARK FUNDING XIII LTD 100 M100 1/18/2018 $4,707,545.00 $4,707,545.00 Accept MADISON PARK FUNDING XIX LTD 101 M101 1/18/2018 $4,641,263.00 $4,641,263.00 Accept MADISON PARK FUNDING XX, LTD. 102 M102 1/18/2018 $3,574,936.00 $3,574,936.00 Accept MADISON PARK FUNDING XXII, LTD 103 M103 1/18/2018 $4,354,710.00 $4,354,710.00 Accept MADISON PARK FUNDING XXVI, LTD. 104 M104 1/18/2018 $3,102,841.00 $3,102,841.00 Accept

Friday, January 19, 2018 Pending - Page 4 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 7 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment MARATHON AM LP - QUAMVIS SCA, SICAV- 107 M107 1/18/2018 $1,722,320.00 $1,722,320.00 Accept FIS - CMAB - SIF - CREDIT MULTI ASSET POOL B MARATHON CLO IV LTD 108 M108 1/18/2018 $3,836,821.00 $3,836,821.00 Accept MARATHON CLO V LTD. 109 M109 1/18/2018 $3,821,373.00 $3,821,373.00 Accept MARATHON CLO VI LTD. 110 M110 1/18/2018 $2,392,551.00 $2,392,551.00 Accept MARATHON CLO VII LTD 111 M111 1/18/2018 $1,963,918.00 $1,963,918.00 Accept MARATHON CLO VIII LTD 112 M112 1/18/2018 $1,956,383.00 $1,956,383.00 Accept MJX - VENTURE X CLO, LIMITED 113 M113 1/19/2018 $1,921,966.00 $1,921,966.00 Accept MJX AM - VENTURE XIX CLO, LIMITED 114 M114 1/19/2018 $289,348.00 $289,348.00 Accept MJX AM - VENTURE XXI CLO LIMITED 115 M115 1/19/2018 $2,429,847.00 $2,429,847.00 Accept MJX AM - VENTURE XXIII CLO LIMITED 116 M116 1/19/2018 $394,819.00 $394,819.00 Accept MJX AM - VENTURE XXV CLO, LIMITED 117 M117 1/19/2018 $514,554.00 $514,554.00 Accept MOUNTAIN VIEW CLO 2013-1 LTD. 118 M118 1/18/2018 $4,762,500.00 $4,762,500.00 Accept MOUNTAIN VIEW CLO 2014-1 LTD. 119 M119 1/18/2018 $2,890,017.00 $2,890,017.00 Accept MOUNTAIN VIEW CLO III LTD 120 M120 1/18/2018 $3,034,295.00 $3,034,295.00 Accept SEIX - BLUE CROSS OF IDAHO HEALTH 123 M123 1/18/2018 $459,463.00 $459,463.00 Accept SERVICES INC. SEIX - MOUNTAIN VIEW CLO IX LTD. 124 M124 1/18/2018 $2,915,816.00 $2,915,816.00 Accept SEIX - MOUNTAIN VIEW CLO X LTD. 125 M125 1/18/2018 $2,915,816.00 $2,915,816.00 Accept SEIX INVESTMENT ADVISORS LLC - SEIX 126 M126 1/18/2018 $349,271.00 $349,271.00 Accept MULTI-SECTOR ABSOLUTE RETURN FUND L.P. SEIX INVESTMENT ADVISORS LLC-VIRTUS 127 M127 1/18/2018 $11,734,436.00 $11,734,436.00 Accept ASSET TRUST-VRTS SEIX FLTNG RTE HGH INCOM FD SEIX-CITY NATIONAL ROCHDALE FUNDS- 128 M128 1/18/2018 $283,827.00 $283,827.00 Accept CITY NATIONAL ROCHDALE FIXED INC OPPORT FUND

Friday, January 19, 2018 Pending - Page 5 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 8 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment VENTURE VII CDO LIMITED 129 M129 1/19/2018 $5,999,383.00 $5,999,383.00 Accept VENTURE VIII CDO LIMITED 130 M130 1/19/2018 $3,819,621.00 $3,819,621.00 Accept VENTURE XII CLO, LIMITED 131 M131 1/19/2018 $2,308,203.00 $2,308,203.00 Accept VENTURE XIII CLO, LIMITED 132 M132 1/19/2018 $951,263.00 $951,263.00 Accept VENTURE XIV CLO, LIMITED 133 M133 1/19/2018 $1,299,407.00 $1,299,407.00 Accept VENTURE XV CLO, LIMITED 134 M134 1/19/2018 $1,577,112.00 $1,577,112.00 Accept VENTURE XVI CLO, LIMITED 135 M135 1/19/2018 $775,419.00 $775,419.00 Accept VENTURE XVII CLO, LIMITED 136 M136 1/19/2018 $1,238,724.00 $1,238,724.00 Accept VENTURE XVIII CLO, LIMITED 137 M137 1/19/2018 $1,672,265.00 $1,672,265.00 Accept VENTURE XX CLO LIMITED 138 M138 1/19/2018 $394,819.00 $394,819.00 Accept VENTURE XXII CLO, LIMITED 139 M139 1/19/2018 $394,819.00 $394,819.00 Accept VENTURE XXIV CLO LTD 140 M140 1/19/2018 $394,819.00 $394,819.00 Accept VENTURE XXVI CLO, LIMITED 141 M141 1/19/2018 $508,682.00 $508,682.00 Accept VENTURE XXVII CLO, LIMITED 142 M142 1/19/2018 $508,682.00 $508,682.00 Accept VENTURE XXVIII CLO LIMITED 143 M143 1/19/2018 $2,596,043.00 $2,596,043.00 Accept WMC 37T7 - WESPATH FUNDS TRUST 150 M150 1/18/2018 $271,463.00 $271,462.50 Accept WMC 3C75-WTC-CTF OPPORTUNISTIC FIXED 151 M151 1/18/2018 $504,825.00 $504,825.00 Accept INCOME ALLOCATION PORTFOLIO WMC 3G67-SUNAMERICA SENIOR FLOATING 144 M144 1/18/2018 $909,638.00 $909,637.50 Accept RATE FUND INC-AIG SENIOR FLOATING RATE FUND WMC 46Y9-HARTFORD TOTAL RETURN 145 M145 1/18/2018 $790,575.00 $790,575.00 Accept BOND HLS FUND WMC 46Z2-THE HARTFORD TOTAL RETURN 146 M146 1/18/2018 $352,425.00 $352,425.00 Accept BOND FUND WMC 47R3-SAFETY INSURANCE COMPANY 147 M147 1/18/2018 $204,788.00 $204,787.50 Accept WMC 47V6- THE HARTFORD STRATEGIC 148 M148 1/18/2018 $95,250.00 $95,250.00 Accept INCOME FUND

Friday, January 19, 2018 Pending - Page 6 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 Case 18-10122 Doc 12-3 Filed 01/22/18 Page 9 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders

Date Printed Ballot Tabulated Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Comment WMC 48A6-THE HARTFORD FLOATING RATE 149 M149 1/18/2018 $14,097,989.00 $14,097,989.42 Accept FUND WTC 3182-WTC, NAT ASOC MULT COMMON 152 M152 1/18/2018 $95,250.00 $95,250.00 Accept TR FD TR-CORE BD PLUS/HIGH YD BD PORT WTC 5825-WTC, NAT ASOC MULT COLL 153 M153 1/18/2018 $828,675.00 $828,675.00 Accept INVEST FD TR II-CORE BD PLUA/HY BD PORT

Friday, January 19, 2018 Pending - Page 7 of 7

RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367