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Locke Lord Llp As Counsel to the Debtors for Services Rendered and Reimbursement of Expenses Incurred July 1, 2021 Through July 31, 2021

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Locke Lord Llp As Counsel to the Debtors for Services Rendered and Reimbursement of Expenses Incurred July 1, 2021 Through July 31, 2021 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 1 of 30 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § AGILON ENERGY HOLDINGS II LLC, et al. § Case No. 21-32156 (MI) § 1 Debtors. § (Jointly Administered) § SECOND MONTHLY FEE STATEMENT OF LOCKE LORD LLP AS COUNSEL TO THE DEBTORS FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED JULY 1, 2021 THROUGH JULY 31, 2021 Name of Applicant: Locke Lord LLP Applicant’s Role in Case: Counsel to the Debtors Date Order of Employment Signed: August 20, 2021 [Docket No. 147] Beginning of Period End of Period Time period covered by this Statement: July 1, 2021 July 31, 2021 Summary of Fees and Expenses Billed in this Statement Total professional fees billed in this statement: $204,791.50 Total professional fees requested in this statement (80%): $163,833.20 Reimbursable expenses requested in this statement: $70.86 Total amount of fees and expenses requested in this statement $163,904.06 (80% professional fees and 100% expenses): 1 The debtors and debtors in possession in these Chapter 11 Cases, along with the last four digits of their respective Employer Identification Numbers, are as follows: Agilon Energy Holdings II LLC (3389), Case No. 21-32156; Victoria Port Power LLC (4894), Case No. 21-32157; and Victoria City Power LLC (4169), Case No. 21-32158. The Debtors’ mailing address is: 480 Wildwood Forest Drive, Suite 475, Spring, Texas 77380. 1 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 2 of 30 Pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Southern District of Texas (the “Local Rules”), the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 144] (the “Interim Compensation Order”), and the Order Authorizing the Employment and Retention of Locke Lord LLP as Attorneys for the Debtors and Debtors in Possession Effective June 27, 2021 [Docket No. 147], the law firm of Locke Lord LLP (“Locke Lord”), as counsel to the Agilon Energy Holdings II LLC, Victoria Port Power LLC, and Victoria City Power LLC (collectively, the “Debtors”) in these jointly-administered chapter 11 cases, hereby files its Second Monthly Fee Statement seeking compensation for fees and expenses incurred from July 1, 2021, through July 31, 2021 (the “Monthly Fee Statement”). Based on the Monthly Fee Statement and pursuant to the Interim Compensation Order, Locke Lord seeks payment of eighty percent of its fees for professional services rendered to the Debtors (eighty percent of $204,791.50, which is $163,833.20) and reimbursement of its actual and necessary expenses ($70.86), for a total of $163,904.06 for the period from July 1, 2021, through and including July 31, 2021 (the “Fee Period”). Itemization of Services Rendered and Disbursements Incurred 1. In support of this Monthly Fee Statement, attached are the following exhibits: Exhibit A is a schedule of the number of hours expended and fees incurred (on an aggregate basis) by Locke Lord attorneys and paraprofessionals during the Fee Period with respect to each of the standard Task Codes. Exhibit B is a schedule providing relevant information about the Locke Lord attorneys and paraprofessionals for whose work for the Debtors compensation is sought through this Monthly Fee Statement. 2 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 3 of 30 Exhibit C is a schedule setting out the total amount of reimbursement sought with respect to each category of expenses for which Locke Lord seeks reimbursement through this Monthly Fee Statement. All of these disbursements comprise the requested sum for Locke Lord’s out-of-pocket expenses. Exhibit D is the detailed description of the fees and expenses incurred by Locke Lord during the Fee Period in rendering professional services to the Debtors. Notice and Objection Procedures 2. In accordance with the Interim Compensation Order, this Monthly Fee Statement has been served via electronic mail upon the following parties (collectively, the “Fee Notice Parties”): (a) The Debtors c/o Agilon Energy Holdings II LLC, Attn: Hugh Smith ([email protected]); (b) The attorneys for the Debtors, Locke Lord LLP, Attn: Elizabeth M. Guffy and Simon R. Mayer ([email protected], and [email protected]); (c) The attorneys for the Senior Secured Noteholders, (A) Morgan, Lewis & Bockius LLP, Attn: Julia Frost-Davies, David Lawton, and David M. Riley ([email protected], [email protected], and [email protected]) and (B) Gray Reed & McGraw LLP, Attn: Paul D. Moak and Amber M. Carson ([email protected] and [email protected]); (d) The Office of the United States Trustee for the Southern District of Texas, Attn: Stephen Statham and Jana S. Whitworth ([email protected] and [email protected]); and (e) The proposed attorneys for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Michael Warner and Benjamin Wallen ([email protected] and [email protected]). 3. Pursuant to the Interim Compensation Order, objections to this Monthly Fee Statement (an “Objection”), if any, must be served upon the Fee Notice Parties and Locke Lord no later than fourteen (14) days after service of this Monthly Fee Statement (the “Objection Deadline”), setting forth the precise nature of, and basis for, the Objection and the amount of fees 3 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 4 of 30 or expenses at issue. Upon the expiration of the Objection Deadline, the Debtors will be authorized and directed to pay Locke Lord an amount equal to the lesser of (a) eighty percent (80%) of the fee and one hundred percent (100%) of the expenses requested in this Monthly Fee Statement, and (b) the aggregate amount of fees and expenses not subject to Objection. 4. All fees and expenses in this Monthly Fee Statement will be included in the next interim fee application for compensation and reimbursement of expenses to be filed and served by Locke Lord at a later date. Representations 5. Although Locke Lord has used its reasonable best efforts to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused by accounting and processing during the Fee Period. Locke Lord reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent Monthly Fee Statements will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order. Locke Lord requests payment of its fees and expenses incurred during the Fee Period in the total amount of $163,904.06, consisting of $163,833.20, which is 80% of the fees for reasonable and necessary professional services rendered by Locke Lord to the Debtors, and $70.86 for actual necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the chapter 11 cases. 4 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 5 of 30 Dated: August 27, 2021 Respectfully submitted, /s/ Simon R. Mayer Elizabeth M. Guffy Texas Bar No. 08592525 Simon R. Mayer Texas Bar No. 24060243 LOCKE LORD LLP 600 Travis St., Suite 2800 Houston, TX 77002 Telephone: (713) 226-1200 Facsimile: (713) 223-3717 Email: [email protected] [email protected] Attorneys for Agilon Energy Holdings II LLC, et al. 5 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 6 of 30 CERTIFICATE OF SERVICE I hereby certify that on August 27, 2021, a true and correct copy of the foregoing document was filed and served (i) via the Court’s electronic case filing and noticing system to all parties registered to receive electronic notices in this matter and (ii) via electronic mail on the following Fee Notice Parties in accordance with the Interim Compensation Order: (a) The Debtors c/o Agilon Energy Holdings II LLC, Attn: Hugh Smith ([email protected]); (b) The attorneys for the Debtors, Locke Lord LLP, Attn: Elizabeth M. Guffy and Simon R. Mayer ([email protected], and [email protected]); (c) The attorneys for the Senior Secured Noteholders, (A) Morgan, Lewis & Bockius LLP, Attn: Julia Frost-Davies, David Lawton, and David M. Riley ([email protected], [email protected], and [email protected]) and (B) Gray Reed & McGraw LLP, Attn: Paul D. Moak and Amber M. Carson ([email protected] and [email protected]); (d) The Office of the United States Trustee for the Southern District of Texas, Attn: Stephen Statham and Jana S. Whitworth ([email protected] and [email protected]); and (e) The proposed attorneys for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Michael Warner and Benjamin Wallen ([email protected] and [email protected]). /s/ Simon R. Mayer Simon R. Mayer 6 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 7 of 30 EXHIBIT A Summary of Legal Fees for the Fee Period Task Task Number of Amount of Code Description Hours Fees B110 Case Administration 23.2 $20,003.00 B120 Asset Analysis and Recovery 3.3 $2,121.00 B130 Asset Disposition 5.5 $4,747.50 B150 Meetings and Communications with Creditors 1.5 $1,265.50 B160 Professional Retention/Employment/Fee Applications 83.3 $66,430.50 B185 Assumption / Rekjection of Leases 1.4 $1,267.50 B210 Business Operations 48 $41,904.50 B230 Financing / Cash Collections 71.9 $61,102.00 B310 Claims Administration 6.6 $5,950.00 TOTALS: 244.7 $204,791.50 Case 21-32156 Document 164 Filed in TXSB on 08/27/21 Page 8 of 30 EXHIBIT B Summary of Hours Billed by Locke Lord Attorneys and Paraprofessionals Timekeeper Title Year Department Hourly Total Total Fees Admitted Billing Rate Hours Billed Eric Boylan Associate 2017 Litigation $515.00 6.6 $3,399.00 Elizabeth M.
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