Chapter 11 PES HOLDINGS, LLC, Et Al.,1 Case No. 18-101

Case 18-10122-KG Doc 554 Filed 09/17/18 Page 1 of 16

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 (KG)

Debtors. (Jointly Administered)

SECOND INTERIM AND FINAL FEE APPLICATION OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE DEBTORS FOR ALLOWANCE (AND FINAL APPROVAL) OF COMPENSATION FOR SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY OUT-OF-POCKET EXPENSES INCURRED FOR THE PERIOD OF JANUARY 21, 2018 THROUGH APRIL 2, 2018 Name of Applicant: PJT Partners LP

Authorized to Provide Professional Services to: Debtors

Date of Retention: Order entered on February 23, 2018 approving the retention of PJT Partners LP nunc pro tunc to January 21, 2018 [Docket No. 195]

Period for which Compensation and Expense Reimbursement is sought: January 21, 2018 through April 2, 2018 Amount of Compensation sought as actual, reasonable and necessary: $2,798,763.44

Amount of Expense Reimbursement requested as actual, reasonable and necessary: $11,640.00

Payment Sought: $0.00

This is an: __ monthly x interim x final application

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. (952): PES Administrative Services_ LL,C (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107), aid Philadelphia Energy Solutions Refining and Marketing LLC (974). The debtors` service address is: 1735 Market Street. Philadelphia, Pennsylvania 19103. Case 18-10122-KG Doc 554 Filed 09/17/18 Page 2 of 16

Prior Monthly Applications Filed: Requested Approved Date Filed [Docket No.] Period Covered Fees Expenses Fees Expenses 03/28/18 [Docket No. 339]2 01/21/18 – 02/28/18 $237,096.77 $10,313.49 $237,096.77 $10,313.49 04/13/18 [Docket No. 390]3 03/01/18 – 03/31/18 $175,000.00 $- $175,000.00 $- 05/11/18 [Docket No. 433]4 04/01/18 – 04/30/18 $175,000.00 $1,326.51 $140,000.00 $1,326.51

2 Certificate of No Objection filed on 04/23/18. See Docket No. 402. 3 Certificate of No Objection filed on 05/08/18. See Docket No. 423. 4 Certificate of No Objection filed on 06/19/18. See Docket No. 470.

Case 18-10122-KG Doc 554 Filed 09/17/18 Page 3 of 16

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 (KG)

Debtors. (Jointly Administered)

PJT Partners LP (“PJT”) respectfully represents as follows:

I. Background

1. PJT acted as investment banker to the above-captioned debtors, its affiliated debtor entities as debtors and debtors-in-possession (collectively, the “Debtors”).

2. On January 21, 2018 (the “Petition Date”), the Debtors each filed voluntary petitions with

the Court for reorganization relief under chapter 11 of title 11 of the United States Code (the

“Bankruptcy Code”). Subsequent to the Petition Date, the Debtors continued to operate their

businesses as debtors-in-possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code.

3. On February 2, 2018, the Debtors filed the Debtors’ Application for Entry of an Order

Authorizing the Employment and Retention of PJT Partners LP as an Investment Banker for the

Debtors and Debtors in Possession, Effective Nunc Pro Tunc To The Petition Date [Docket No.

146] (the “Retention Application”), pursuant to which the Debtors sought authority to retain and

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employ PJT as their investment banker pursuant to the terms of an engagement agreement (the

“Engagement Agreement”) dated August 9, 2017. A copy of the Engagement Agreement is

attached to the Retention Application.

4. On February 23, 2018, the Court entered the Order Authorizing the Employment and

Retention of PJT Partners LP as Investment Banker for the Debtors and Debtors In Possession,

Effective Nunc Pro Tunc to the Petition Date [Docket No. 195] (the “Retention Order”)

approving the Retention Application and authorized the retention and employment of PJT nunc

pro tunc to the Petition Date, pursuant to the terms of the Engagement Agreement.

5. On February 26, 2018, the Court entered the Order (I) Establishing Procedures for

Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II)

Granting Related Relief [Docket No. 216] (the “Procedures Order”), establishing procedures for interim compensation and reimbursement of expenses for professionals.

6. On April 2, 2018, the Court entered the (Corrected) Order Approving the Debtors’

Disclosure Statement for and Confirming the Second Amended Joint Prepackaged Chapter 11

Plan of Reorganization of PES Holdings, LLC and Its Debtor Affiliates [Docket No. 357] (the

“Plan”). The Debtors’ Plan became effective on August 7, 2018, at which time the Debtors

emerged from chapter 11 protection.

7. PJT submits this second interim and final fee application (the “Second Interim and Final

Fee Application”) requesting: (i) the allowance (and final approval) of the Monthly Fees (as

defined herein) earned for investment banking services rendered by it as investment banker to the

Debtors, and the reimbursement of out-of-pocket expenses incurred during the period of April 1,

2018 through April 2, 2018 (the “Second Interim and Final Period”); (ii) allowance (and final

approval) of the Restructuring Fee (as defined herein); and (iii) final approval of PJT’s Monthly

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Fees and out-of-pocket expenses incurred and applied for and previously approved2 by the Court

in connection with PJT’s first interim fee application (the “First Interim Application”) for

investment banking services rendered to the Debtors for the period of January 21, 2018 through

March 31, 2018 (the “First Interim Period” and, together with the Second Interim and Final

Period, the “Retention Period”).

8. Investment banking services and out-of-pocket expenses for which compensation and

reimbursement are sought were rendered and expended by PJT on behalf of the Debtors pursuant to chapter 11 of the Bankruptcy Code.

II. The PJT Engagement

9. Pursuant to the Engagement Agreement, PJT was retained to provide some or all of the

following services to the Debtors:3

(a) assist in the evaluation of the Debtors' businesses and prospects;

(b) assist in the development of the Debtors' long-term business plan and related financial projections;

(c) assist in the development of financial data and presentations to the Debtors' Board of Directors, various creditors and other third parties;

(d) analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity;

(e) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring;

(f) provide strategic advice with regard to restructuring or refinancing the Debtors' Obligations;

(g) evaluate the Debtors' debt capacity and alternative capital structures;

(h) participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties;

2 On July 17, 2018, the Court entered the Order Granting First Interim Fee Application of PJT Partners LP as Investment Banker to the Debtors for Allowance of Compensation for Services Rendered and for the Reimbursement of All Actual and Necessary Out-of-Pocket Expenses Incurred for the Period of January 21, 2018 through March 31, 2018 [Docket No. 489] approving PJT’s First Interim Application on an interim basis. 3 Capitalized terms used but not defined herein shall have the meanings provided to them in the Engagement Agreement.

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(i) value securities offered by the Debtors in connection with a Restructuring;

(j) advise the Debtors and negotiate with lenders with respect to potential waivers of amendments of various credit facilities;

(k) assist in arranging financing for the Debtors, as requested;

(l) provide expert witness testimony concerning any of the subjects encompassed by the other services; and

(m) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring, as requested and mutually agreed.

10. Pursuant to the Engagement Agreement, as approved by the Retention Order, the Debtors

agreed to pay PJT as follows in consideration for the investment banking services rendered:4

(a) Monthly Fee. The Debtors shall pay PJT a monthly advisory fee (the “Monthly Fee”) of $175,000 per month. Fifty percent (50%) of all Monthly Fees paid to PJT after the 6th Monthly Fee payment (i.e., after $1,050,000 has been paid) shall be credited against the Restructuring Fee described below;

(b) Capital Raising Fee. The Debtors shall pay PJT a capital raising fee (the “Capital Raising Fee”) for any financing arranged by PJT, earned and payable upon receipt of a binding commitment. The Capital Raising Fee will be calculated as:

• Senior Debt. 1.0% of the total issuance size for senior debt financing;

• Junior Debt. 3.0% of the total issuance size for junior debt financing; and

• Equity Financing. 5.0% of the issuance amount for equity financing.

Fifty percent (50%) of the Capital Raising Fee paid in respect of the DIP Facility shall be credited against any Capital Raising Fee payable to PJT Partners in respect of any refinancing of the Debtors' "first loss position" arrangement provided by an affiliate of The Blackstone Group related to the Debtors' supply and offtake agreement with Bank of America Merrill Lynch (a "First Loss Position Refinancing"), it being agreed that any such Capital Raising Fee in respect of a First Loss Position Refinancing shall be calculated as 1% of the amount of such refinancing and the Debtors' shall have no obligation to pay such Capital Raising Fee unless such refinancing is separately documented in a written agreement signed by the applicable parties thereto;

(c) Restructuring Fee. The Debtors shall pay PJT a restructuring fee equal to $4,750,000 (the “Restructuring Fee”), in accordance with the Engagement Agreement. If financing arranged by PJT is the only Restructuring undertaken, PJT, in its sole discretion, may

4 This description of PJT’s compensation structure is for summary and illustrative purposes only. The terms of the Engagement Agreement and the Retention Order shall apply to any such compensation awarded to PJT.

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choose to be paid either the Capital Raising Fee or the Restructuring Fee, but not both;5 and

(d) Expense Reimbursements. In addition to the fees described above, the Debtors agree to reimburse PJT for all reasonable, documented out-of-pocket expenses incurred during this engagement.

III. Services Provided by PJT during the Second Interim and Final Period

11. The nature of the work performed by PJT during the Second Interim and Final Period,

constituting the two-day period of April 1-2, 2018, included the following:

(a) conducting ongoing diligence with respect to the Debtors’ assets, operations, capital structure, and financial situation;

(b) preparing presentations and analysis for management and the Board of Directors of the Debtors;

(d) advising the Debtors’ on negotiations with potential intermediation facility providers;

(e) preparing presentation materials related to the Debtors’ intermediation facility; and

(f) providing the Debtors with general advice regarding financial matters relating to emergence issues.

IV. Services Provided by PJT during the Retention Period

12. Leading up to the filing of the Debtors’ chapter 11 cases, PJT professionals advised the

Debtors on all aspects of their chapter 11 reorganization, including, but not limited to, general

development of the restructuring strategy and approach to achieving a consensual recapitalization

of the Debtors, leading and participating in the negotiation of the recapitalization with secured

and unsecured creditors, including amendments required from the Debtors’ intermediation

facility lenders, general advice with respect to the prepackaged chapter 11 filing,

5 Pursuant to the Engagement Agreement, as a result of the Debtors’ solicitation of acceptances for its prepackaged chapter 11 plan prior to the Petition Date and the receipt of acceptances thereof by at least one class of creditors impaired by such plan, PJT' earned and was paid prior to the Petition Date, 50% of the Restructuring Fee (i.e., $2,375,000). The remaining 50% of the Restructuring Fee was earned and payable upon consummation of the Restructuring on July 24, 2018, subject to applicable crediting.

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and assistance with drafting the plan and disclosure statement. The services that PJT has rendered to the Debtors have been necessary and in the best interests of the Debtors and have furthered the goals of all parties in interest. It is important to recognize that, given that this was a pre-packaged chapter 11 filing, a substantial portion of PJT’s work was performed during the six-month period after PJT was retained and prior to the bankruptcy filing.

13. PJT has rendered professional services to the Debtors as requested and in furtherance of the interests of the Debtors’ and the Debtors’ estates. The variety and complexity of the issues in these chapter 11 cases and the need to act or respond to such issues on an expedited basis have required the expenditure of substantial time by PJT personnel. PJT respectfully submits that the professional services that it rendered on behalf of the Debtors were necessary and appropriate, and have directly contributed to the effective administration of these chapter 11 cases. The following summary of services rendered by PJT during the Retention Period is not intended to be an exhaustive description of the work performed; rather, it is merely an attempt to highlight certain of those areas in which PJT rendered services to the Debtors:

(a) conducting ongoing diligence with respect to the Debtors’ assets, operations, capital structure, and financial situation;

(b) preparing presentations and analysis for management and the Board of Directors;

(d) advising the Debtors’ on negotiations with potential intermediation facility providers;

(e) preparing presentation materials related to the Debtors’ intermediation facility;

(f) preparing various presentation materials for creditors and creditor advisors;

(g) facilitating ongoing diligence by creditor advisors, including producing analysis and data and leading conference calls;

(h) assisting the Debtors in analysis related to settlement discussions with the Environmental Protection Agency;

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(i) providing the Debtors general advice regarding financial matters being heard by the Court as part of various motions, including cash collateral and the DIP motion;

(j) reviewing the various Debtor motions and declarations and providing advice to the Debtors and legal counsel; and

(k) preparing the declaration of Peter Laurinaitis, Partner at PJT, in support of confirmation of the Plan and providing advice to the Debtors legal counsel related to confirmation issues.

V. The PJT Team

14. The investment banking services set forth above were performed primarily by: Timothy

Coleman, Partner; Peter Laurinaitis, Partner; Avram Robbins, Managing Director; Scott

Meyerson, Associate; Zachary Dinan, Analyst; and other PJT professionals as needed. Details of the background and experience of these professionals are provided in Appendix A.

VI. PJT’s Request for Allowance (and Final Approval) of Compensation and Reimbursement of Out-of-Pocket Expenses Incurred

A. PJT’s First Interim Application

15. During the First Interim Period, PJT provided investment banking services to the

Debtors and earned compensation for such services totaling $412,096.77, and incurred actual and necessary out-of-pocket expenses in the amount of $10,313.49. On May 29, 2018, PJT filed the

First Interim Fee Application of PJT Partners LP as Investment Banker to the Debtors for

Allowance of Compensation for Services Rendered and for the Reimbursement of All Actual and

Necessary Out-of-Pocket Expenses Incurred for the Period of January 21, 2018 through March

31, 2018 [Docket No. 455] for allowance of compensation in the amount $412,096.77, and the reimbursement of $10,313.49 of out-of-pocket expenses incurred during the First Interim Period.

16. On July 17, 2018, the Court entered the Order Granting First Interim Fee Application of

PJT Partners LP as Investment Banker to the Debtors for Allowance of Compensation for

Services Rendered and for the Reimbursement of All Actual and Necessary Out-of-Pocket

7 Case 18-10122-KG Doc 554 Filed 09/17/18 Page 10 of 16

Expenses Incurred for the Period of January 21, 2018 through March 31, 2018 [Docket No. 489] approving PJT’s First Interim Application. As of the date of this Second Interim and Final Fee

Application, PJT has received payment in the amount of $412,096.77 (or 100%) for

compensation earned, and reimbursement in the amount of $10,313.49 (or 100%) for all out-of-

pocket expenses incurred during the First Interim Period. PJT respectfully requests that the Court

grant final approval of the payment of compensation and the reimbursement of out-of-pocket expenses incurred during the First Interim Period and applied for in connection with PJT’s First

Interim Application.

B. PJT’s Request for Allowance (and Final Approval) of Monthly Fee and Reimbursement of Out-of-Pocket Expenses Incurred for the Second Interim and Final Period

17. During the Second Interim and Final Period, PJT provided investment banking services to the Debtors and earned compensation for such services totaling $11,666.67, and incurred actual and necessary out-of-pocket expenses in the amount of $1,326.51. PJT respectfully requests the allowance (and final approval) by the Court of the compensation earned and the reimbursement of all out-of-pocket expenses incurred during the Second Interim and Final

Period.

18. Article II.C. of the Plan provides, in pertinent part, as follows: “From and after the

Confirmation Date, any requirement that Professionals comply with sections 327 through 331

and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered

after such date shall terminate, and the Reorganized Debtors may employ and pay any

Professional in the ordinary course of business without any further notice to or action, order, or

approval of the Bankruptcy Court.” As a consequence, this Second Interim and Final Fee

Application covers only the period up to and including the date that the Plan was confirmed (i.e.,

April 2, 2018) and the Reorganized Debtors have paid in full PJT’s fees and expenses incurred

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and/or becoming due after such date through the effective date of the Plan on July 24, 2018 (the

“Effective Date”), including the remaining 50% of the Restructuring Fee (defined below) that

was payable upon the Effective Date (the “Remaining Restructuring Fee”). Notwithstanding the

foregoing, PJT has included in this Second Interim and Final Fee Application and is seeking

approval herein of the Remaining Restructuring Fee.

C. PJT’s Request for Allowance (and Final Approval) of the Restructuring Fee

19. As set forth in the Engagement Agreement, and as approved by the Retention Order, PJT

is entitled to the Remaining Restructuring Fee in the amount of $2,375,000.00 payable upon the

consummation of the Debtors’ Plan. The Plan was consummated and became effective on the

Effective Date, at which time the Debtors’ emerged from chapter 11 protection.

20. In accordance with the Engagement Agreement, PJT is required to reduce the gross

Restructuring Fee by an amount equal to fifty percent (50%) of all Monthly Fees earned and paid to PJT after the sixth full month of PJT’s engagement (i.e., after payment to PJT of

$1,050,000.00 of Monthly Fees) (the “Monthly Fee Credit”). The Monthly Fee Credit is

calculated as follows:

Total Monthly Fees Earned (pre- and post-petition): $2,326,182.80 Less: 6 Monthly Fees Earned at $175,000: (1,050,000.00) Subtotal – Monthly Fees Earned After 6 Months 1,276,182.80 Less: 50% of Monthly Fees Earned After 6 Months (638,091.40) Total Monthly Fee Credit $638,091.40

Thus, the net Remaining Restructuring Fee that was due to PJT is $1,736,908.60 which amount

was paid to PJT on the Effective Date pursuant to the terms of the Retention Order.6 PJT

6 The Retention Order provides, in pertinent part, the following: “For avoidance of doubt, to the extent not previously paid prior to the Petition Date, PJT shall be paid (a) each Capital Raising Fee, including with regard to any debtor-in-possession financing facility, as to which PJT may be entitled under the Engagement Letter as soon as such financing is approved by order of the Court and with respect to amounts available to the Debtors; and (b) the Restructuring Fee upon consummation of a Restructuring, in each case subject to subsequent Court approval of any such Capital Raising Fee or Restructuring pursuant to PJT’s interim and/or final fee application, as applicable.”

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respectfully requests the allowance (and final approval) by the Court of the Remaining

Restructuring Fee, calculated as follows:

Restructuring Fee $4,750,000.00 Less: 50% paid pre-petition (2,375,000.00) Less: Monthly Fee Credit (638,091.40) Net Restructuring Fee $1,736,908.60

D. Pre-Petition Expense Advance

21. Prior to the Petition Date, PJT received a pre-petition expense advances totaling

$65,000.00 (together, the “Pre-Petition Expense Advance”). With respect to the Pre-Petition

Expense Advance, PJT incurred $24,159.45 of unbilled pre-petition expenses leaving a balance of the Pre-Petition Expense Advance in the amount of $40,840.55. As of the date of this Second

Interim and Final Fee Application, PJT has refunded the balance of the Pre-Petition Expense

Advance to the Debtors.

22. Invoices detailing the compensation earned and out-of-pocket expenses incurred during the Retention Period are attached hereto as Appendix B. A summary of all fees earned and out-

of-pocket expenses incurred during the Retention Period is outlined below:

Out-of-Pocket Payments Retention Period Monthly Fees Expenses Received Amounts Due January 21 – 31, 20187 $62,096.77 $5,275.74 ($67,372.51) $- February 1 – 28, 2018 175,000.00 5,037.75 (180,037.75) - March 1 – 31, 2018 175,000.00 - (175,000.00) - April 1 – 2, 20188 11,666.67 1,326.51 (12,993.18) - Remaining Restructuring Fee 2,375,000.00 - (1,736,908.60) 638,091.40 Monthly Fee Credit (638,091.40) - - (638,091.40) Total $2,160,672.04 $11,640.00 ($2,110,215.27) -

23. PJT respectfully submits that the compensation requested for the services rendered by

PJT to the Debtors during the Retention Period is fully justified and reasonable based upon

(a) the complexity of the issues presented, (b) the skill necessary to perform the financial advisory services properly, (c) the preclusion of other employment, (d) the customary fees

7 Pro-rated Monthly Fee calculated as follows: 11 days out of 31 days multiplied by $175,000.00. 8 Pro-rated Monthly Fee calculated as follows: 2 days out 30 days multiplied by $175,000.00.

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charged to clients in non-bankruptcy situations for similar services rendered, (e) time constraints

required by the exigencies of the case, and (f) the experience, reputation and ability of the

professionals rendering services.

24. PJT respectfully submits that the services it has rendered to the Debtors have been

necessary and in the best interests of the Debtors and the Debtors’ estates. PJT respectfully

submits that under the criteria normally examined in chapter 11 reorganization cases, the

compensation requested by PJT is reasonable in light of the work performed by PJT in

connection with these cases.

25. The amount of the compensation sought in this Second Interim and Final Fee Application

and PJT’s billing practices are consistent with market practices in a bankruptcy context. PJT has

never billed its clients based on the number of hours expended by its professionals. Accordingly,

PJT does not have hourly rates for its professionals, and PJT’s professionals generally do not

maintain detailed time records of the work performed for their clients. However, PJT has

maintained contemporaneous time records in the Debtors’ cases in one-half hour increments.

Time records of the 613.5 hours expended by PJT professionals in providing investment banking

services to the Debtors during the Retention Period are provided in Appendix C.

26. Total hours expended by PJT professionals during the Retention Period is summarized

below:

Hours Expended By Professional During The Retention Period Professional Title January 21 – 31, 2018 February 2018 March 2018 April 1 – 2, 2018 Total Timothy Coleman Partner 4.5 7.0 9.5 0.5 21.5 Peter Laurinaitis Partner 27.0 26.5 37.5 2.0 93.0 Avram Robbins Managing Director 40.0 26.5 59.0 5.0 130.5 Scott Meyerson Associate 42.0 30.5 72.5 7.0 152.0 Zachary Dinan Analyst 65.0 26.5 112.0 13.0 216.5 Total 178.5 117.0 290.5 27.5 613.5

27. Out-of-pocket expenses incurred by PJT are charged to a client if out-of-pocket expenses

are incurred for the client or are otherwise necessary in connection with services rendered for

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such particular client. PJT does not factor general overhead expenses into any disbursements charged to its clients in connection with chapter 11 cases. PJT has followed its general internal policies with respect to out-of-pocket expenses billed to the Debtors as set forth below, with any exceptions specifically explained.

(a) All cross-country airfare charges are based upon coach class rates.

(b) With respect to local travel, PJT's general policy enables employees to travel by taxi or, in certain circumstances private car service, to and from meetings while rendering services to a client on a client related matter, for which the client is charged. Further, and primarily for safety reasons, employees are permitted to charge to a client the cost of transportation home if an employee is required to work past 9:00 p.m. on weekdays on client specific matters.

(c) PJT's general policy permits its professionals to charge in-office dinner meals to a client after working 3 hours beyond their regularly scheduled workday if an employee is required to provide services to the client during such dinnertime, and to charge in- office meals on the weekend if an employee is required to provide services to a client on the weekend and spends at least 4 hours in the office.

(d) The External Research category of expenses includes charges from outside computer/electronic service companies that supply, for a fee, research and/or financial documents to PJT. The services provided by these companies primarily consist of the retrieval of financial documents from regulatory agencies and/or the retrieval of research that would not otherwise be available to PJT. The Internal Research category of expenses are the charges for time spent by PJT research staff in operating the computer/electronic terminals related to these computer/electronic service companies.

(e) The Document Production category of expenses includes charges from outside service companies that provide, for a fee, high volume photocopying services on an expedited basis to PJT, and charges for internal photocopying services provided by PJT.

(f) The Publishing Services category of expenses includes charges for the production of text-based publications such as research reports and presentations, and printing and binding services.

28. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, PJT respectfully submits that the amount requested in this Second Interim and Final Fee Application is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the

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nature and extent of the services rendered, (d) the value of such services, and (e) the costs of

comparable services other than in a case under this title. Moreover, PJT has reviewed the

requirements of Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the

United States Bankruptcy Court for the District of Delaware (the “Local Rules”) and the

undersigned certifies that he has reviewed this Second Interim and Final Fee Application and believes that it complies with Local Rule 2016-2 as modified by the Retention Order.

29. No prior application for the relief requested herein has been made.

30. All services for which PJT requests compensation were performed for and on behalf of

the Debtors and not on behalf of any other person or stakeholder.

31. No agreement or understanding exists between PJT and any other entity for the sharing of

compensation received or to be received for services rendered in or in connection with these

proceedings.

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VII. Requested Relief

WHEREFORE, PJT respectfully requests that the Court:

(a) allow and grant interim approval of PJT’s (i) Monthly Fees earned during the Second Interim and Final Period in the amount of $11,667.67, (ii) Remaining Restructuring Fee in the amount of $1,736,908.60,9 and (iii) the reimbursement of out-of-pocket expenses incurred by PJT in the amount of $1,326.51 for the Second Interim and Final Period;

(b) allow and grant final approval of PJT’s (i) Monthly Fees earned during the Retention Period in the amount of $423,763.44, (ii) Remaining Restructuring Fee in the amount of $1,736,908.60, and (iii) the reimbursement of out-of-pocket expenses incurred by PJT in the amount of $11,640.00 for the Retention Period;

(c) authorize and direct the Debtors to pay PJT’s allowed and unpaid fees and out-of-pocket expenses incurred during the Retention Period as follows:

First Interim Fee Application $422,410.26 Second Interim and Final Fee Application 1,749,901.78 Less: Payments Received (2,172,312.04) Total Amount Due $0.00

(d) Grant such other and further relief as this Court deems just and proper.

Dated: September 17, 2018 PJT Partners LP Investment Banker to the Debtors

By: /s/ Peter Laurinaitis Peter Laurinaitis Partner 280 Park Avenue New York, New York 10017 (212) 364-1001

9 Amount reflects the Restructuring Fee of $4,750,000.00, less $2,375,000.00, of such fee paid pre-petition, less the Monthly Fee Credit as discussed in ¶¶17, 18 and 19.

Case 18-10122-KG Doc 554-1 Filed 09/17/18 Page 1 of 4

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 (KG) ) Debtors. ) (Jointly Administered) )

Objection Deadline: October 8, 2018 at 4:00 p.m. (prevailing Eastern time) Hearing Date: October 23, 2018 at 4:00 p.m. (prevailing Eastern time)

NOTICE OF FILING OF FEE APPLICATION

PLEASE TAKE NOTICE that PJT Partners LP (“PJT”), investment banker for

PES Holdings, LLC and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”), filed and served the Second Interim and Final Fee Application of PJT Partners

LP as Investment Banker to the Debtors for Allowance (and Final Approval) of Compensation for Services Rendered and for the Reimbursement of All Actual and Necessary Out-of-Pocket

Expenses Incurred for the Period of January 21, 2018 Through April 2, 2018 (the “Application”) seeking compensation for the reasonable and necessary services rendered to the Debtors in the amount of $2,798,763.44, and reimbursement for actual and necessary expenses in the amount of

$11,640.00.

PLEASE TAKE FURTHER NOTICE that any objection or response to the

Application must be made in writing, and be filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), 824 North Market Street, 3rd Floor,

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.

DOCS_DE:218655.5 Case 18-10122-KG Doc 554-1 Filed 09/17/18 Page 2 of 4

Wilmington, Delaware 19801, on or before October 8, 2018 at 4:00 p.m. prevailing Eastern

time.

PLEASE TAKE FURTHER NOTICE that the Application is submitted

pursuant to the Order (I) Establishing Procedures for Interim Compensation and Reimbursement

of Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 216] (the

“Interim Compensation Order”).

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) the Debtors, PES Holdings, LLC, 1735

Market Street, Philadelphia, Pennsylvania 19103, Attn: John B. McShane; (ii) counsel to the

Debtors, Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn: Steven N.

Serajeddini and Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022,

Attn: Matthew C. Fagen; (iii) co-counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP,

919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705

(Courier 19801), Attn: Laura Davis Jones; (iv) co-counsel to the Parent Parties, Latham &

Watkins LLP, 815 Third Avenue, New York, New York 10022, Attn: Keith A. Simon and Paul

F. Sheridan, Jr. and Akerman LLP, 666 Fifth Avenue, 20th Floor, New York, New York 10103,

Attn: John Mitchell; (v) counsel to the Consenting NYL Creditors, Cahill Gordon & Reindel

LLP, 80 Pine Street, New York, New York 10005, Attn: Susanna M Suh, Joel H. Levitin, and

Darren Silver; (vi) counsel to the Consenting Term Loan B Creditors, Davis Polk & Wardwell

LLP, 450 Lexington Avenue, New York, New York 10017, Attn: Damian S. Schaible and Aryeh

E. Falk; (vii) the Office of the U.S. Trustee for the District of Delaware, 844 King Street, Suite

2207, Lockbox 35, Wilmington, DE 19801, Attn: Richard Schepacarter; and (viii) any party that

has requested notice pursuant to Bankruptcy Rule 2002.

2 DOCS_DE:218655.5 Case 18-10122-KG Doc 554-1 Filed 09/17/18 Page 3 of 4

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON OCTOBER 23, 2018

AT 2:00 P.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE KEVIN

GROSS, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES

BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET,

6TH FLOOR, COURTROOM NO. 3, WILMINGTON, DELAWARE 19801.

[Remainder of page intentionally left blank]

3 DOCS_DE:218655.5 Case 18-10122-KG Doc 554-1 Filed 09/17/18 Page 4 of 4

Dated: September 17, 2018 /s/ Peter J. Keane Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436) Timothy P. Cairns (DE Bar No. 4228) Peter J. Keane (DE Bar No. 5503) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected] [email protected] - and - James H.M. Sprayregen, P.C. Steven N. Serajeddini (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected] - and - Edward O. Sassower, P.C. (admitted pro hac vice) Matthew C. Fagen (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: [email protected] [email protected]

Co-Counsel to the Debtors and Debtors in Possession

4 DOCS_DE:218655.5 Case 18-10122-KG Doc 554-2 Filed 09/17/18 Page 1 of 3

APPENDIX A

Case 18-10122-KG Doc 554-2 Filed 09/17/18 Page 2 of 3

Biographies of PJT Professionals

• Timothy Coleman. Mr. Coleman is a Partner and Head of the Restructuring and Special Situations Group at PJT Partners LP. Prior to joining PJT Partners, Mr. Coleman worked for twenty-three years at The Blackstone Group serving as a Senior Managing Director and Head of the Restructuring & Reorganization Group. Mr. Coleman worked on a variety of restructuring and special situation assignments for companies, municipalities, creditor groups, special committees of corporate boards, corporate parents of troubled companies and acquirers of distressed assets, and is a recognized leader in the field. Mr. Coleman is a frequent guest lecturer at Columbia University and NYU Stern Business Schools. He is a member of the Teach for America New York Board of Directors, the Board of Leaders of the Marshall School of Business at the University of Southern California, and the Yale-New Haven Children’s Hospital Council. Mr. Coleman received a BA from the University of California at Santa Barbara and an MBA from the University of Southern California.

• Peter Laurinaitis is a Partner in the Restructuring and Special Situations Group at PJT Partners LP. Select matters include: Aquila, Inc., Bally Total Fitness, Barneys New York (Istithmar), BPZ Resources (UCC), Brown Jordan International, Inc., Capmark Financial Group Inc. (first lien), Chaparral Energy (bonds), Dynegy Holdings, LLC (UCC), Endeavour International, Flying J Inc., GateHouse Media, General Motors Corporation, Halcón Resources, Harry & David Holdings, Inc. (PBGC), Horsehead Industries, Inc., HSH Nordbank AG (JC Flowers), LINN Energy (bonds), Magnum Hunter Resources, Net Serviços De Comunicação S.A., NewPage Corporation (first lien), New Gulf Resources (creditors), Pacific Lumber Company, Penn Virginia Corporation (bonds), Quicksilver Resources (2L), Sabine Oil & Gas (UCC), Scotia Pacific Company, LLC, SemGroup, L.P., State of Kansas, Vanguard Natural Resources (bonds), and Vitro America, LLC (UCC). Mr. Laurinaitis has been involved in financial advisory work across a broad range of industries. Mr. Laurinaitis was a Manager at Arthur Andersen LLP in its Corporate Restructuring group. Mr. Laurinaitis received a BS in Accounting from the University of Central Florida, an MSA in Accounting from the University of Central Florida and an MBA in Finance from the Wharton School of the University of Pennsylvania. Mr. Laurinaitis is a Certified Public Accountant (CPA, inactive), Certified Insolvency and Restructuring Advisor (CIRA) and a Certified Turnaround Professional (CTP).

• Avram Robbins. Mr. Robbins is a Managing Director in the Restructuring & Special Situations Group at PJT Partners LP. Prior to PJT Partners LP’s spin out from Blackstone, Mr. Robbins worked at The Blackstone Group which he joined in 2011. Mr. Robbins has been involved in financial advisory work across a broad range of industries and has advised a combination of both debtors and creditors. Representative matters include: Aspect Software, BPZ Energy, Endeavour International Corp., GateHouse Media/New Media, Halcón Resources, J.C. Penney, Meridian Lightweight Technologies, NewPage Corp, Penn Foster, Philadelphia Energy Solutions, Quicksilver Resources, Rex Energy, RockPile Energy Services, Samson Resources, The Hellenic Republic (Greece), The Princeton Review, Travelport, Triangle USA/Nine Point Energy, and Tervita. Before joining Blackstone, Mr. Robbins worked as a distressed research analyst at J.P.Morgan.

Case 18-10122-KG Doc 554-2 Filed 09/17/18 Page 3 of 3

Prior to J.P. Morgan, Mr. Robbins worked as a high yield desk analyst at Morgan Stanley. Mr. Robbins graduated from Brown University with a B.A. and M.Sc. in Biomedical Engineering. He received his MBA in Finance from the Wharton School at the University of Pennsylvania.

• Scott Meyerson. Mr. Meyerson is an Associate in the Restructuring & Special Situations Group at PJT Partners LP, which was spun off from Blackstone in 2015 where he had worked since 2015. Mr. Meyerson has been involved in financial advisory work across a range of industries and has advised both debtors and creditors. Select matters include: Exco Resources, Triangle USA/Nine Point Energy, New Gulf Resources, Gol Linhas Aereas Inteligentes SA, Milagro Exploration and Ultrapetrol. Before joining Blackstone, Mr. Meyerson worked as an Associate in the M&A group of Bank of America Merrill Lynch. Prior to that, Mr. Meyerson worked with the Investment Management division of Goldman Sachs. Mr. Meyerson received an MBA from the University of Chicago Booth School of Business and a B.S. in Finance from Northern Illinois University. Mr. Meyerson is a CFA charterholder.

• Zachary Dinan. Mr. Dinan is an Analyst in the Restructuring & Special Situations Group. Since joining PJT, Mr. Dinan has worked on a variety of restructuring transactions. Select transactions include PaperWorks Industries, Catalina Marketing, and Sabine Oil & Gas. Before joining PJT Partners, Mr. Dinan was a summer analyst in the group and previously held positions at Fortress Investment Group and Miller Tabak + Co. Mr. Dinan graduated summa cum laude and Phi Beta Kappa from Harvard University where he received an A.B. in Economics.

Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 1 of 13

APPENDIX B

Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 2 of 13

September 11, 2018

Gregory G. Gatta Chief Executive Officer PES Holdings, LLC 1735 Market Street, 11th Floor Philadelphia, PA 19103

Monthly Fee pro-rated for the period of January 21, 2018 through January 31, 2018:(1) $ 62,096.77

Monthly Fee for the period of February 1, 2018 through February 28, 2018: 175,000.00

Pre-Petition Credit: (62,096.77)

Out-of-pocket expenses processed through February 28, 2018:(2)

Ground Transportation 2,004.07 Communications 12.99 Meals 538.41 Lodging 768.02 Legal Expenses 6,990.00 10,313.49

Subtotal 185,313.49

Less: Payments Received (185,313.49)

Total Amount Due $ -

Please wire transfer funds to:

First Republic Bank 1230 Avenue of the Americas New York, NY 10020 ABA# 321 081 669 Credit Account: PJT Partners LP Finance Dept. 16th Floor Account # 80003266582

Invoice No. 10005841

(1) Pro-rated Monthly Fee calculated as follows: 11 days out of 31 days multiplied by $175,000 PJT Partners (2) Expenses incurred, but not yet processed due to timing differences will be billed at a later date. 280 Park Avenue New York, NY 10017 212 364-7800 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 3 of 13

Philadelphia Energy Solutions Summary of Expenses

GL Detail Total Feb-18 Expenses Ground Transportation $ 2,004.07 $ 2,004.07 Communications 12.99 12.99 Employee Meals 538.41 538.41 Lodging 768.02 768.02 Legal Expenses 6,990.00 6,990.00 Total $ 10,313.49 $ 10,313.49

Ground Transportation $ 2,004.07 Communications 12.99 Meals 538.41 Lodging 768.02 Legal Expenses 6,990.00

Total Expenses $ 10,313.49 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 4 of 13

Philadelphia Energy Solutions Detail of Expenses Processed Through February 28, 2018 Invoice No. 10005841

Ground Transportation Dinan (car service to New York Penn Station from office) 01/22/18 9.96 Dinan (travel agency booking fee for train travel to Philadelphia, PA from New York, NY on 01/22/18) 01/22/18 35.00 Dinan (one-way train travel to Philadelphia, PA from New York, NY) 01/22/18 108.00 Dinan (taxi to client meeting in Wilmington, DE) 01/23/18 13.55 Dinan (one way train travel to New York, NY from Wilmington, DE) 01/23/18 133.00 Dinan (travel agency booking fee for train travel to New York, NY from Wilmington, DE on 01/23/18) 01/23/18 35.00 Dinan (weeknight taxi home from office after working late) 01/26/18 16.98 Meyerson (travel agency booking fee for train travel to/from Wilmington, DE from New York, NY on 01/23/18) 01/22/18 35.00 Meyerson (round trip train travel to/from Wilmington, DE from/to New York, NY) 01/22/18 327.00 Meyerson (car service to New York Penn Station from home) 01/23/18 9.72 Meyerson (car service to client meeting in Wilmington, DE) 01/23/18 15.28 Meyerson (weeknight car service from home after working late) 01/23/18 22.83 Laurinaitis (taxi to New York Penn Station from home) 01/23/18 20.55 Laurinaitis (travel agency booking fee for train travel to/from Wilmington, DE from/to New York, NY on 01/23/18) 01/22/18 70.00 Laurinaitis (round trip train travel to/from Wilmington, DE from/to New York, NY) 01/23/18 415.00 Laurinaitis (taxi home from New York Penn Station) 01/23/18 19.56 Robbins (taxi to office before traveling to client in Philadelphia) 01/22/18 8.07 Robbins (car service to New York Penn Station from office) 01/22/18 44.01 Robbins (travel agency booking fee for train travel from New York, NY to Philadelphia, PA to Wilmington, DE to New York, NY on 01/23/18) 01/22/18 109.00 Robbins (round trip train ticket from New York, NY to Philadelphia, PA and Wilmington, DE to New York, NY) 01/22/18 380.00 Robbins (car service to client offices from train station in Philadelphia, PA) 01/22/18 15.91 Robbins (car service to Court hearing from hotel in Wilmington, DE) 01/23/18 125.85 Robbins (car service home from New York Penn Station) 01/23/18 34.80 Subtotal - Ground Transportation $ 2,004.07

Communications Robbins (wi-fi access while traveling) 01/21/18 12.99 Subtotal - Communications 12.99

Employee Meals Dinan (working meal while traveling) 01/23/18 2.50 Dinan (weeknight working dinner meal @ office while working late) 01/23/18 33.93 Dinan (weeknight working dinner meal @ office while working late) 01/25/18 23.38 Dinan (weeknight working dinner meal @ office while working late) 01/26/18 35.00 Dinan (weeknight working dinner meal @ office while working late) 01/29/18 32.94 Dinan (weeknight working dinner meal @ office while working late) 01/30/18 8.58 Dinan (weeknight working dinner meal @ office while working late) 02/01/18 34.29 Dinan (weeknight working dinner meal @ office while working late) 02/06/18 27.15 Dinan (weeknight working dinner meal @ office while working late) 02/07/18 33.81 Meyerson (weeknight working dinner meal @ office while working late) 01/22/18 34.40 Meyerson (working breakfast meal in Wilmington, DE) 01/23/18 4.08 Meyerson (working lunch meal while in Philadelphia, PA) 01/23/18 42.00 Meyerson (weeknight working dinner meal @ office while working late) 01/23/18 34.99 Robbins (working lunch meal with Z. Dinan while traveling) 01/22/18 17.00 Robbins (working dinner meal with Z. Dinan while in Philadelphia, PA) 01/22/18 100.00 Robbins (working breakfast meal with Z. Dinan @ hotel in Philadelphia, PA) 01/23/18 49.86 Robbins (working lunch meal while in Wilmington, DE) 01/23/18 24.50 Subtotal - Employee Meals 538.41

Lodging Dinan (1 day hotel stay in Philadelphia, PA) 01/22/18 - 01/23/18 459.65 Robbins (1 day hotel stay in Philadelphia, PA) 01/22/18 - 01/23/18 308.37 Subtotal - Lodging 768.02

Legal Expenses Weil, Gotshal & Manges LLP (preparation of retention documents) 01/22/18 - 01/31/18 2,047.50 Weil, Gotshal & Manges LLP (preparation of retention documents) 02/02/18 - 02/19/18 4,942.50 Subtotal - Legal Expenses 6,990.00

Total Expenses $ 10,313.49

Page 3 of 3 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 5 of 13

700 Louisiana Suite 1700 Houston, TX 77002 +1 713 546 5000 tel +1 713 224 9511 fax

PJT Partners, LLC 280 Park Avenue March 27, 2018 New York, NY 10017

Attn: George B. South III

FOR PROFESSIONAL SERVICES RENDERED

Invoice Number: 2018003594 Client/Matter Number: 67900.0005 FOR PROFESSIONAL SERVICES RENDERED for the period January 21, 2018 through February 28, 2018 in connection with the PES matter.

FEES DUE $6,990.00 TOTAL AMOUNT DUE $6,990.00

PLEASE RETURN ATTACHED COPY WITH YOUR PAYMENT TO: TREASURER WEIL, GOTSHAL & MANGES LLP P.O. BOX 9640 UNIONDALE, NY 11555-9640 TAXPAYER I.D. No. 13-1456110 Wire Transfer Information: JP Morgan Chase Bank, 270 Park Avenue, New York, NY 10017, ABA: #021000021, To the account of Weil, Gotshal & Manges LLP, Account: #0158-37-430, Swift code: CHASUS33. Reference: 67900.0005 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 6 of 13

PJT Partners, LLC - PES 67900.0005 2018003594

TIMEKEEPER SUMMARY REPORT

TIMEKEEPER RATE HOURS AMOUNT Houston

Partner Perez, Alfredo R. $1,350.00 0.70 $945.00

Associate Thompson, Patrick W. $975.00 6.20 $6,045.00 Subtotal Houston: 6.90 $6,990.00

GRAND TOTAL 6.90 $6,990.00

Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 7 of 13

PJT Partners, LLC - PES 67900.0005 2018003594

ITEMIZED SERVICES

Date Tkpr Narrative Hours

01/22/18 PWT DRAFT/REVISE APPLICATION TO RETAIN PJT AS DEBTORS' 0.30 INVESTMENT BANKER (.2); EMAIL G. SOUTH OF PJT REGARDING THE SAME (.1).

01/29/18 PWT DRAFT/REVISE APPLICATION TO RETAIN PJT AS INVESTMENT 0.70 BANKER (.5); EMAIL M. FAGEN AND P. VENTER OF K&E REGARDING THE SAME (.1); EMAIL G. SOUTH OF PJT REGARDING THE SAME (.1).

01/31/18 PWT DRAFT APPLICATION TO RETAIN PJT AS INVESTMENT BANKER (.4); 1.10 EMAIL M. FAGEN AND P. VENTER OF K&E REGARDING THE SAME (.1); DRAFT RETENTION AGREEMENT (.6).

02/02/18 PWT REVIEW/REVISE/COMPILE FINAL ORDER FOR APPLICATION TO 1.50 RETAIN PJT(1.1); MULTIPLE EMAILS TO PJT REGARDING THE SAME (.2); MULTIPLE EMAILS TO K&E REGARDING THE SAME (.2).

02/09/18 ARP REVIEW COMMENTS TO ORDER (.1); COMMUNICATIONS WITH P. 0.20 THOMPSON REGARDING SAME (.1).

02/09/18 PWT REVIEW/DRAFT RESPONSES TO COMMENTS FROM U.S. TRUSTEE TO 1.30 PJT RETENTION APPLICATION (.9); EMAIL G. SOUTH OF PJT REGARDING THE SAME (.2); MULTIPLE EMAILS TO P. VENTER OF K&E REGARDING THE SAME (.2).

02/12/18 ARP COMMUNICATIONS WITH G. SOUTH AND P. THOMPSON REGARDING 0.10 UST'S COMMENTS.

02/15/18 PWT DRAFT/REVISE ORDER APPROVING RETENTION OF PJT. 0.60

02/16/18 ARP COMMUNICATIONS WITH P. THOMPSON REGARDING COMMENTS 0.20 AND OPEN ISSUES TO THE RETENTION.

02/16/18 PWT DRAFT/REVISE ORDER APPROVING RETENTION OF PJT AS 0.70 INVESTMENT BANKER (.5); EMAIL P. VENTER OF K&E REGARDING THE SAME (.1); EMAIL G. SOUTH, S. MEYERSON, AND A. ROBINS OF PJT REGARDING THE SAME (.1).

Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 8 of 13

PJT Partners, LLC - PES 67900.0005 2018003594

ITEMIZED SERVICES

Date Tkpr Narrative Hours

02/19/18 ARP VARIOUS COMMUNICATIONS WITH P. THOMPSON AND PJT 0.20 REGARDING FINAL FORM OF ORDER.

Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 9 of 13

September 11, 2018

Gregory G. Gatta Chief Executive Officer PES Holdings, LLC 1735 Market Street, 11th Floor Philadelphia, PA 19103

Monthly Fee for the period of March 1, 2018 through March 31, 2018: $ 175,000.00

Less: Payment Received (175,000.00)

Total Amount Due $ -

Please wire transfer funds to:

First Republic Bank 1230 Avenue of the Americas New York, NY 10020 ABA# 321 081 669 Credit Account: PJT Partners LP Finance Dept. 16th Floor Account # 80003266582

Invoice No. 10006051

PJT Partners 280 Park Avenue New York, NY 10017 212 364-7800 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 10 of 13

September 11, 2018

Gregory G. Gatta Chief Executive Officer PES Holdings, LLC 1735 Market Street, 11th Floor Philadelphia, PA 19103

Monthly Fee for the period of April 1, 2018 through April 2, 2018:(1) $ 11,666.67

Out-of-pocket expenses processed through April 30, 2018:

Ground Transportation $ 867.66 Meals 430.95 Document Production 27.90 1,326.51

Subtotal 12,993.18

Less: Payments Received (12,993.18)

Total Amount Due $ -

Please wire transfer funds to:

First Republic Bank 1230 Avenue of the Americas New York, NY 10020 ABA# 321 081 669 Credit Account: PJT Partners LP Finance Dept. 16th Floor Account # 80003266582

Invoice No. 10006230

(1) Pro-rated Monthly Fee calculated as follows: 2 days out of 30 days multiplied by $175,000 PJT Partners 280 Park Avenue New York, NY 10017 212 364-7800 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 11 of 13

Philadelphia Energy Solutions Summary of Expenses

GL Detail Total Apr-18 Expenses Ground Transportation $ 867.66 $ 867.66 Employee Meals 430.95 430.95 Document Production 27.90 27.90 Total $ 1,326.51 $ 1,326.51

Ground Transportation $ 867.66 Meals 430.95 Document Production 27.90

Total Expenses $ 1,326.51 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 12 of 13

Philadelphia Energy Solutions Detail of Expenses Processed Through April 30, 2018 Invoice No. 10006230

Ground Transportation Dinan (weeknight car service home from office after working late) 03/14/18 26.90 Dinan (weeknight car service home from office after working late) 03/19/18 18.27 Dinan (taxi to New York Penn Station from office) 03/26/18 8.16 Dinan (round trip train travel to/from Wilmington, DE from/to New York, NY) 03/26/18 319.00 Dinan (weeknight car service home from office after working late) 04/02/18 16.35 Dinan (weeknight car service home from office after working late) 04/09/18 15.71 Dinan (weeknight car service home from office after working late) 04/10/18 19.84 Laurinaitis (travel agency booking fee for train travel to/from Wilmington, DE from/to New York, NY) 03/26/18 35.00 Laurinaitis (round trip train travel to/from Wilmington, DE from/to New York, NY) 03/26/18 295.00 Laurinaitis (taxi to New York Penn Station from home) 03/26/18 16.56 Laurinaitis (taxi from New York Penn Station to office) 03/26/18 11.76 Robbins (weeknight car service home from office after working late) 10/11/17 21.37 Robbins (weekend car service to office from home) 10/15/17 34.63 Robbins (weekend car service home from office) 10/15/17 29.11 Subtotal - Ground Transportation $ 867.66

Employee Meals Dinan (weeknight working dinner meal @ office while working late) 03/01/18 31.51 Dinan (weeknight working dinner meal @ office while working late) 03/02/18 35.00 Dinan (weeknight working dinner meal @ office while working late) 03/09/18 8.98 Dinan (weeknight working dinner meal @ office while working late) 03/13/18 28.09 Dinan (weeknight working dinner meal @ office while working late) 03/14/18 28.09 Dinan (weeknight working dinner meal @ office while working late) 03/16/18 34.99 Dinan (weeknight working dinner meal @ office while working late) 03/19/18 31.57 Dinan (weeknight working dinner meal @ office while working late) 03/20/18 17.00 Dinan (weeknight working dinner meal @ office while working late) 03/21/18 30.74 Dinan (weeknight working dinner meal @ office while working late) 03/23/18 21.67 Dinan (working breakfast meal while traveling) 03/26/18 20.51 Dinan (weeknight working dinner meal @ office while working late) 03/26/18 24.28 Dinan (weeknight working dinner meal @ office while working late) 04/02/18 35.00 Dinan (weeknight working dinner meal @ office while working late) 04/18/18 34.30 Laurinaitis (working breakfast meal while in Wilmington, DE) 03/26/18 8.92 Laurinaitis (working lunch meal while in Wilmington, DE) 03/26/18 19.79 Robbins (weeknight working dinner meal @ office while working late) 03/20/18 20.51 Subtotal - Employee Meals 430.95

Document Production Dinan (10 black & white photocopies calculated @ a rate of $0.10 per page) 01/18/18 1.00 Dinan (269 color photocopies calculated @ a rate of $0.10 per page) 01/18/18 26.90 Subtotal - Document Production 27.90

Total Expenses $ 1,326.51

Page 3 of 3 Case 18-10122-KG Doc 554-3 Filed 09/17/18 Page 13 of 13

September 11, 2018

Gregory G. Gatta Chief Executive Officer PES Holdings, LLC 1735 Market Street, 11th Floor Philadelphia, PA 19103

50% of Restructuring Fee: $ 2,375,000.00

Less Monthly Fee Credit: (638,091.40)

Less: Payment Received (1,736,908.60)

Total Amount Due $ -

Please wire transfer funds to:

First Republic Bank 1230 Avenue of the Americas New York, NY 10020 ABA# 321 081 669 Credit Account: PJT Partners LP Finance Dept. 16th Floor Account # 80003266582

Invoice No. 10006830

PJT Partners 280 Park Avenue New York, NY 10017 212 364-7800 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 1 of 32

APPENDIX C

Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 2 of 32 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF JANUARY 21, 2018 THROUGH JANUARY 31, 2018

Professional Title Hours

Timothy Coleman Partner 4.5

Peter Laurinaitis Partner 27.0

Avram Robbins Managing Director 40.0

Scott Meyerson Associate 42.0

Zachary Dinan Analyst 65.0

Total 178.5 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 3 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JANUARY 21, 2018 THROUGH JANUARY 31, 2018

Professional Date Hours Explanation Tim Coleman 1/24/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 1/24/2018 0.5 PJT team update discussion Tim Coleman 1/25/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 1/26/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 1/26/2018 0.5 PJT team update discussion Tim Coleman 1/29/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 1/30/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 1/30/2018 0.5 PJT team update discussion Tim Coleman 1/31/2018 0.5 Management / Advisors Email Correspondance 4.5

Page 2 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 4 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JANUARY 21, 2018 THROUGH JANUARY 31, 2018

Professional Date Hours Explanation Peter Laurinaitis 1/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Peter Laurinaitis 1/21/2018 2.0 Reviewing First Day Declaration and Interim DIP Order Peter Laurinaitis 1/22/2018 8.0 First Day Prep Peter Laurinaitis 1/23/2018 6.0 First Day Hearing / Travel Peter Laurinaitis 1/23/2018 3.0 Advising Debtors on financial matters being heard by the court in First Day Hearing Peter Laurinaitis 1/24/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 1/24/2018 0.5 PJT team update discussion Peter Laurinaitis 1/25/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 1/26/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 1/26/2018 0.5 PJT team update discussion Peter Laurinaitis 1/29/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 1/30/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 1/30/2018 0.5 PJT team update discussion Peter Laurinaitis 1/30/2018 0.5 Update call with PNC Peter Laurinaitis 1/31/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 1/31/2018 1.0 WIP call with management and advisors 27.0

Page 3 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 5 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JANUARY 21, 2018 THROUGH JANUARY 31, 2018

Professional Date Hours Explanation Avi Robbins 1/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Avi Robbins 1/21/2018 3.0 Reviewing First Day Declaration and Interim DIP Order Avi Robbins 1/22/2018 10.0 First Day Prep with Laurinaitis (in NYC) and with Company (in Philadelphia) Avi Robbins 1/22/2018 2.0 Advising Debtors on financial matters being heard by the court in First Day Hearing Avi Robbins 1/23/2018 6.0 First Day Hearing / Travel Avi Robbins 1/23/2018 2.0 Advising Debtors on financial matters being heard by the court in First Day Hearing Avi Robbins 1/24/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 1/24/2018 0.5 PJT team update discussion Avi Robbins 1/24/2018 2.0 Preparing / reviewing potential third party first loss marketing materials Avi Robbins 1/25/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 1/25/2018 2.0 Preparing / reviewing potential third party first loss marketing materials Avi Robbins 1/26/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 1/26/2018 0.5 PJT team update discussion Avi Robbins 1/26/2018 4.0 Preparing / reviewing potential third party first loss marketing materials Avi Robbins 1/27/2018 1.0 Preparing / reviewing potential third party first loss marketing materials Avi Robbins 1/29/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 1/30/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 1/30/2018 0.5 PJT team update discussion Avi Robbins 1/30/2018 0.5 Update call with PNC Avi Robbins 1/31/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 1/31/2018 1.0 WIP call with management and advisors 40.0

Page 4 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 6 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JANUARY 21, 2018 THROUGH JANUARY 31, 2018

Professional Date Hours Explanation Scott Meyerson 1/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Scott Meyerson 1/21/2018 4.0 Reviewing First Day Declaration and Interim DIP Order Scott Meyerson 1/22/2018 2.0 First Day Prep with Laurinaitis in NYC Scott Meyerson 1/23/2018 8.0 First Day Prep / First Day Hearing / Travel Scott Meyerson 1/24/2018 3.0 Preparing / reviewing potential third party first loss marketing materials Scott Meyerson 1/24/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 1/24/2018 0.5 PJT team update discussion Scott Meyerson 1/25/2018 1.0 Intermediation diligence call with Goldman Sachs Scott Meyerson 1/25/2018 2.0 Preparing / reviewing potential third party first loss marketing materials Scott Meyerson 1/25/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 1/26/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 1/26/2018 0.5 PJT team update discussion Scott Meyerson 1/27/2018 6.0 Preparing / reviewing potential third party first loss marketing materials Scott Meyerson 1/28/2018 2.0 Preparing / reviewing potential third party first loss marketing materials Scott Meyerson 1/29/2018 3.0 Discussions with Management on First Loss Calculation / Preparing potential 3rd party first loss materials Scott Meyerson 1/29/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 1/30/2018 0.5 Update call with PNC Scott Meyerson 1/30/2018 1.0 Preparation of retention application Scott Meyerson 1/30/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 1/30/2018 0.5 PJT team update discussion Scott Meyerson 1/31/2018 1.0 WIP call with management and advisors Scott Meyerson 1/31/2018 2.0 Preparation of retention application Scott Meyerson 1/31/2018 0.5 Management / Advisors Email Correspondance 42.0

Page 5 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 7 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF JANUARY 21, 2018 THROUGH JANUARY 31, 2018

Professional Date Hours Explanation Zachary Dinan 1/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Zachary Dinan 1/21/2018 4.0 Reviewing First Day Declaration and Interim DIP Order Zachary Dinan 1/22/2018 12.0 First Day Prep with Laurinaitis (in NYC) and with Company (in Philadelphia) Zachary Dinan 1/23/2018 8.0 First Day Prep / First Day Hearing / Travel Zachary Dinan 1/24/2018 6.0 Preparing potential third party first loss marketing materials Zachary Dinan 1/24/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 1/24/2018 0.5 PJT team update discussion Zachary Dinan 1/25/2018 8.0 Preparing potential 3rd party first loss marketing materials / Diligence calls with 3rd parties Zachary Dinan 1/25/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 1/26/2018 8.0 Preparing potential 3rd party first loss marketing materials Zachary Dinan 1/26/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 1/26/2018 0.5 PJT team update discussion Zachary Dinan 1/27/2018 6.0 Preparing potential 3rd party first loss marketing materials Zachary Dinan 1/28/2018 1.5 Preparing potential 3rd party first loss marketing materials Zachary Dinan 1/29/2018 3.0 Discussions with Management on First Loss Calculation / Preparing potential 3rd party first loss materials Zachary Dinan 1/29/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 1/30/2018 1.0 Update call with PNC / Preparing potential 3rd party first loss marketing materials Zachary Dinan 1/30/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 1/30/2018 0.5 PJT team update discussion Zachary Dinan 1/31/2018 1.0 WIP call with management and advisors Zachary Dinan 1/31/2018 0.5 Management / Advisors Email Correspondance 65.0

Page 6 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 8 of 32 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Title Hours

Timothy Coleman Partner 7.0

Peter Laurinaitis Partner 26.5

Avram Robbins Managing Director 26.5

Scott Meyerson Associate 30.5

Zachary Dinan Analyst 26.5

Total 117.0 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 9 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Tim Coleman 2/1/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 2/1/2018 0.5 PJT team update discussion Tim Coleman 2/2/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 2/5/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/6/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 2/7/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/8/2018 0.5 Management / Advisors Email Correspondance Tim Coleman 2/9/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/13/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/15/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/19/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/21/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/23/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 2/27/2018 0.5 Management / Advisors Email Correspondance & PJT team update discussion 7.0

Page 8 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 10 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Peter Laurinaitis 2/1/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/1/2018 0.5 PJT team update discussion Peter Laurinaitis 2/2/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/5/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/5/2018 0.5 PJT team update discussion Peter Laurinaitis 2/6/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/7/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/7/2018 0.5 PJT team update discussion Peter Laurinaitis 2/8/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/9/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/9/2018 0.5 PJT team update discussion Peter Laurinaitis 2/9/2018 1.0 WIP call with management and advisors Peter Laurinaitis 2/12/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/13/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/13/2018 0.5 PJT team update discussion Peter Laurinaitis 2/13/2018 1.0 Update call with PNC Peter Laurinaitis 2/14/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/14/2018 1.0 WIP call with management and advisors Peter Laurinaitis 2/15/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/15/2018 0.5 PJT team update discussion Peter Laurinaitis 2/16/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/19/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/19/2018 0.5 PJT team update discussion Peter Laurinaitis 2/20/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/20/2018 1.0 Update call with PNC Peter Laurinaitis 2/21/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/21/2018 0.5 PJT team update discussion Peter Laurinaitis 2/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Peter Laurinaitis 2/22/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/22/2018 1.0 Cash flow update calls / EPA meeting summary discussions Peter Laurinaitis 2/22/2018 0.5 Board update call Peter Laurinaitis 2/23/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/23/2018 0.5 PJT team update discussion Peter Laurinaitis 2/23/2018 1.0 Call with management on recent cash flow forecasts Peter Laurinaitis 2/26/2018 1.0 Call with HL on DIP Projections (includes prep for call) Peter Laurinaitis 2/26/2018 0.5 Management / Advisors Email Correspondance

Page 9 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 11 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Peter Laurinaitis 2/27/2018 1.0 Update call with PNC Peter Laurinaitis 2/27/2018 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 2/27/2018 0.5 PJT team update discussion Peter Laurinaitis 2/28/2018 1.0 WIP call with management and advisors Peter Laurinaitis 2/28/2018 0.5 Management / Advisors Email Correspondance 26.5

Page 10 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 12 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Avi Robbins 2/1/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/1/2018 0.5 PJT team update discussion Avi Robbins 2/2/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/5/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/5/2018 0.5 PJT team update discussion Avi Robbins 2/6/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/7/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/7/2018 0.5 PJT team update discussion Avi Robbins 2/8/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/9/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/9/2018 0.5 PJT team update discussion Avi Robbins 2/9/2018 1.0 WIP call with management and advisors Avi Robbins 2/12/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/13/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/13/2018 0.5 PJT team update discussion Avi Robbins 2/13/2018 1.0 Update call with PNC Avi Robbins 2/14/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/14/2018 1.0 WIP call with management and advisors Avi Robbins 2/15/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/15/2018 0.5 PJT team update discussion Avi Robbins 2/16/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/19/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/19/2018 0.5 PJT team update discussion Avi Robbins 2/20/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/20/2018 1.0 Update call with PNC Avi Robbins 2/21/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/21/2018 0.5 PJT team update discussion Avi Robbins 2/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Avi Robbins 2/22/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/22/2018 1.0 Cash flow update calls / EPA meeting summary discussions / Settlement Discussion Analysis Avi Robbins 2/22/2018 0.5 Board update call Avi Robbins 2/23/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/23/2018 0.5 PJT team update discussion Avi Robbins 2/23/2018 1.0 Call with management on recent cash flow forecasts, operations, and long-term business plan Avi Robbins 2/26/2018 1.0 Call with HL on DIP Projections (includes prep for call) Avi Robbins 2/26/2018 0.5 Management / Advisors Email Correspondance

Page 11 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 13 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Avi Robbins 2/27/2018 1.0 Update call with PNC Avi Robbins 2/27/2018 0.5 Management / Advisors Email Correspondance Avi Robbins 2/27/2018 0.5 PJT team update discussion Avi Robbins 2/28/2018 1.0 WIP call with management and advisors Avi Robbins 2/28/2018 0.5 Management / Advisors Email Correspondance 26.5

Page 12 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 14 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Scott Meyerson 2/1/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/1/2018 0.5 PJT team update discussion Scott Meyerson 2/2/2018 1.0 Preparation of retention application Scott Meyerson 2/2/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/5/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/5/2018 0.5 PJT team update discussion Scott Meyerson 2/6/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/7/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/7/2018 0.5 PJT team update discussion Scott Meyerson 2/8/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/9/2018 1.0 WIP call with management and advisors Scott Meyerson 2/9/2018 1.0 Preparation of retention application Scott Meyerson 2/9/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/9/2018 0.5 PJT team update discussion Scott Meyerson 2/12/2018 1.0 Preparation of retention application Scott Meyerson 2/12/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/13/2018 1.0 Update call with PNC Scott Meyerson 2/13/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/13/2018 0.5 PJT team update discussion Scott Meyerson 2/14/2018 1.0 WIP call with management and advisors Scott Meyerson 2/14/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/15/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/15/2018 0.5 PJT team update discussion Scott Meyerson 2/16/2018 0.5 Preparation of retention application Scott Meyerson 2/16/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/19/2018 0.5 Preparation of retention application Scott Meyerson 2/19/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/19/2018 0.5 PJT team update discussion Scott Meyerson 2/20/2018 1.0 Update call with PNC Scott Meyerson 2/20/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/21/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/21/2018 0.5 PJT team update discussion Scott Meyerson 2/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Scott Meyerson 2/22/2018 1.0 Cash flow update calls / EPA meeting summary discussions / Settlement Discussion Analysis Scott Meyerson 2/22/2018 0.5 Board update call Scott Meyerson 2/22/2018 0.5 Management / Advisors Email Correspondance

Page 13 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 15 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Scott Meyerson 2/23/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/23/2018 0.5 PJT team update discussion Scott Meyerson 2/23/2018 1.0 Call with management on recent cash flow forecasts, operations, and long-term business plan Scott Meyerson 2/26/2018 1.0 Call with HL on DIP Projections (includes prep for call) Scott Meyerson 2/26/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/27/2018 1.0 Update call with PNC Scott Meyerson 2/27/2018 0.5 Management / Advisors Email Correspondance Scott Meyerson 2/27/2018 0.5 PJT team update discussion Scott Meyerson 2/28/2018 1.0 WIP call with management and advisors Scott Meyerson 2/28/2018 0.5 Management / Advisors Email Correspondance 30.5

Page 14 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 16 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Zachary Dinan 2/1/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/1/2018 0.5 PJT team update discussion Zachary Dinan 2/2/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/5/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/5/2018 0.5 PJT team update discussion Zachary Dinan 2/6/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/7/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/7/2018 0.5 PJT team update discussion Zachary Dinan 2/8/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/9/2018 1.0 WIP call with management and advisors Zachary Dinan 2/9/2018 0.5 PJT team update discussion Zachary Dinan 2/9/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/12/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/13/2018 1.0 Update call with PNC Zachary Dinan 2/13/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/13/2018 0.5 PJT team update discussion Zachary Dinan 2/14/2018 1.0 WIP call with management and advisors Zachary Dinan 2/14/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/15/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/15/2018 0.5 PJT team update discussion Zachary Dinan 2/16/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/19/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/19/2018 0.5 PJT team update discussion Zachary Dinan 2/20/2018 1.0 Update call with PNC Zachary Dinan 2/20/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/21/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/21/2018 0.5 PJT team update discussion Zachary Dinan 2/21/2018 2.0 Preparing / Reviewing Materials for Upcoming Board Call Zachary Dinan 2/22/2018 1.0 Cash flow update calls / EPA meeting summary discussions / Settlement Discussion Analysis Zachary Dinan 2/22/2018 0.5 Board update call Zachary Dinan 2/22/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/23/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/23/2018 0.5 PJT team update discussion Zachary Dinan 2/23/2018 1.0 Call with management on recent cash flow forecasts, operations, and long-term business plan Zachary Dinan 2/26/2018 1.0 Call with HL on DIP Projections (includes prep for call) Zachary Dinan 2/26/2018 0.5 Management / Advisors Email Correspondance

Page 15 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 17 of 32

PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH FEBRUARY 28, 2018

Professional Date Hours Explanation Zachary Dinan 2/27/2018 1.0 Update call with PNC Zachary Dinan 2/27/2018 0.5 Management / Advisors Email Correspondance Zachary Dinan 2/27/2018 0.5 PJT team update discussion Zachary Dinan 2/28/2018 1.0 WIP call with management and advisors Zachary Dinan 2/28/2018 0.5 Management / Advisors Email Correspondance 26.5

Page 16 of 16 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 18 of 32 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Title Hours

Tim Coleman Partner 9.5

Peter Laurinaitis Partner 37.5

Avram Robbins Managing Director 59.0

Scott Meyerson Associate 72.5

Zachary Dinan Analyst 112.0

Total 290.5 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 19 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Tim Coleman 03/01/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/05/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/06/18 1.0 Update call with PNC Tim Coleman 03/06/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/07/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/07/18 1.0 WIP call with management and advisors Tim Coleman 03/08/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/12/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/14/18 1.0 WIP call with management and advisors Tim Coleman 03/14/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/16/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/19/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/21/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/23/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/26/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion Tim Coleman 03/28/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion 9.5

Page 2 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 20 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Peter Laurinaitis 03/01/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/01/18 0.5 PJT team update discussion Peter Laurinaitis 03/02/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/05/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/05/18 0.5 PJT team update discussion Peter Laurinaitis 03/06/18 1.0 Update call with PNC Peter Laurinaitis 03/06/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/07/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/07/18 0.5 PJT team update discussion Peter Laurinaitis 03/07/18 1.0 WIP call with management and advisors Peter Laurinaitis 03/08/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/09/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/09/18 0.5 PJT team update discussion Peter Laurinaitis 03/12/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/13/18 2.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Peter Laurinaitis 03/13/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/13/18 0.5 PJT team update discussion Peter Laurinaitis 03/14/18 1.0 WIP call with management and advisors Peter Laurinaitis 03/14/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/15/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/15/18 0.5 PJT team update discussion Peter Laurinaitis 03/16/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/19/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/19/18 0.5 PJT team update discussion Peter Laurinaitis 03/20/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/20/18 1.5 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Peter Laurinaitis 03/21/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/21/18 0.5 PJT team update discussion Peter Laurinaitis 03/21/18 2.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Peter Laurinaitis 03/21/18 1.0 WIP call with management and advisors Peter Laurinaitis 03/22/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/23/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/23/18 0.5 PJT team update discussion

Page 3 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 21 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Peter Laurinaitis 03/25/18 3.0 Confirmation Prep Peter Laurinaitis 03/26/18 7.0 Confirmation Prep / Confirmation Hearing / Travel Peter Laurinaitis 03/27/18 1.0 Meeting with potential first loss 3rd party investor / prep for meeting Peter Laurinaitis 03/27/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/28/18 1.0 WIP call with management and advisors Peter Laurinaitis 03/28/18 1.0 Discussions with Management on raising first loss and preparing first loss marketing materials Peter Laurinaitis 03/28/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 03/28/18 0.5 PJT team update discussion Peter Laurinaitis 03/29/18 0.5 Management / Advisors Email Correspondance 37.5

Page 4 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 22 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Avi Robbins 03/01/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/01/18 0.5 PJT team update discussion Avi Robbins 03/02/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/05/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/05/18 0.5 PJT team update discussion Avi Robbins 03/06/18 1.0 Update call with PNC Avi Robbins 03/06/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/07/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/07/18 0.5 PJT team update discussion Avi Robbins 03/07/18 1.0 WIP call with management and advisors Avi Robbins 03/08/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/08/18 6.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/09/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/09/18 0.5 PJT team update discussion Avi Robbins 03/09/18 2.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/10/18 3.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/12/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/12/18 6.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/13/18 4.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/13/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/13/18 0.5 PJT team update discussion Avi Robbins 03/14/18 1.0 WIP call with management and advisors Avi Robbins 03/14/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/15/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/15/18 0.5 PJT team update discussion Avi Robbins 03/16/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/19/18 2.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/19/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/19/18 0.5 PJT team update discussion Avi Robbins 03/20/18 1.5 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/21/18 1.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Avi Robbins 03/21/18 1.0 WIP call with management and advisors Avi Robbins 03/20/18 0.5 Management / Advisors Email Correspondance

Page 5 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 23 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Avi Robbins 03/21/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/21/18 0.5 PJT team update discussion Avi Robbins 03/22/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/23/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/23/18 0.5 PJT team update discussion Avi Robbins 03/26/18 1.5 Confirmation Prep Avi Robbins 03/27/18 1.0 Preparing potential 3rd party first loss marketing materials / compiling list of 3rd party investors to reach out to Avi Robbins 03/27/18 1.0 Meeting with potential first loss 3rd party investor / prep for meeting Avi Robbins 03/27/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/28/18 1.0 WIP call with management and advisors Avi Robbins 03/28/18 1.0 Discussions with Management on raising first loss and preparing first loss marketing materials Avi Robbins 03/28/18 2.0 Preparing potential 3rd party first loss marketing materials Avi Robbins 03/28/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/28/18 0.5 PJT team update discussion Avi Robbins 03/29/18 1.0 Call with Houlihan on equity value and post emergence share counts Avi Robbins 03/29/18 2.0 Preparing potential 3rd party first loss marketing materials Avi Robbins 03/29/18 0.5 Management / Advisors Email Correspondance Avi Robbins 03/30/18 2.0 Preparing potential 3rd party first loss marketing materials Avi Robbins 03/31/18 2.0 Preparing potential 3rd party first loss marketing materials 59.0

Page 6 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 24 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Scott Meyerson 03/01/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/01/18 0.5 PJT team update discussion Scott Meyerson 03/02/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/05/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/05/18 0.5 PJT team update discussion Scott Meyerson 03/06/18 1.0 Update call with PNC Scott Meyerson 03/06/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/07/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/07/18 0.5 PJT team update discussion Scott Meyerson 03/07/18 1.0 WIP call with management and advisors Scott Meyerson 03/08/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/08/18 6.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/09/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/09/18 0.5 PJT team update discussion Scott Meyerson 03/09/18 4.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/10/18 3.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/11/18 1.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/12/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/12/18 6.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/13/18 5.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/13/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/13/18 0.5 PJT team update discussion Scott Meyerson 03/14/18 2.0 PES Model Call with Houlihan / Prep Scott Meyerson 03/14/18 1.0 WIP call with management and advisors Scott Meyerson 03/14/18 1.0 Call with KPMG Scott Meyerson 03/14/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/15/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/15/18 0.5 PJT team update discussion Scott Meyerson 03/16/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/19/18 2.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Scott Meyerson 03/19/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/19/18 0.5 PJT team update discussion Scott Meyerson 03/20/18 2.5 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements

Page 7 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 25 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Scott Meyerson 03/20/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/21/18 1.0 WIP call with management and advisors Scott Meyerson 03/21/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/21/18 0.5 PJT team update discussion Scott Meyerson 03/22/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/23/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/23/18 0.5 PJT team update discussion Scott Meyerson 03/24/18 1.5 Working with K&E and A&M to prepare slides for Confirmation Hearing Scott Meyerson 03/25/18 1.0 Working with K&E and A&M to prepare slides for Confirmation Hearing Scott Meyerson 03/26/18 7.0 Confirmation Prep / Confirmation Hearing / Travel Scott Meyerson 03/27/18 1.0 Preparing potential 3rd party first loss marketing materials / compiling list of 3rd party investors to reach out to Scott Meyerson 03/27/18 1.5 Meeting with potential first loss 3rd party investor / prep for meeting Scott Meyerson 03/27/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/28/18 1.0 WIP call with management and advisors Scott Meyerson 03/28/18 1.0 Discussions with Management on raising first loss and preparing first loss marketing materials Scott Meyerson 03/28/18 1.5 Preparing potential 3rd party first loss marketing materials Scott Meyerson 03/28/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/28/18 0.5 PJT team update discussion Scott Meyerson 03/29/18 1.0 Call with Houlihan on equity value and post emergence share counts Scott Meyerson 03/29/18 1.5 Preparing potential 3rd party first loss marketing materials Scott Meyerson 03/29/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 03/30/18 1.5 Preparing potential 3rd party first loss marketing materials Scott Meyerson 03/31/18 1.5 Preparing potential 3rd party first loss marketing materials 72.5

Page 8 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 26 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Zachary Dinan 03/01/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/01/18 0.5 PJT team update discussion Zachary Dinan 03/02/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/05/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/05/18 0.5 PJT team update discussion Zachary Dinan 03/06/18 1.0 Update call with PNC Zachary Dinan 03/06/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/07/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/07/18 0.5 PJT team update discussion Zachary Dinan 03/07/18 1.0 WIP call with management and advisors Zachary Dinan 03/08/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/08/18 12.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/09/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/09/18 0.5 PJT team update discussion Zachary Dinan 03/09/18 10.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/10/18 3.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/11/18 1.5 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/12/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/12/18 9.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/13/18 9.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/13/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/13/18 0.5 PJT team update discussion Zachary Dinan 03/14/18 2.0 PES Model Call with Houlihan / Prep Zachary Dinan 03/14/18 1.0 WIP call with management and advisors Zachary Dinan 03/14/18 1.0 Call with KPMG Zachary Dinan 03/14/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/15/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/15/18 0.5 PJT team update discussion Zachary Dinan 03/16/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/19/18 4.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/19/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/19/18 0.5 PJT team update discussion Zachary Dinan 03/20/18 4.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements

Page 9 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 27 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF MARCH 1, 2018 THROUGH MARCH 31, 2018

Professional Date Hours Explanation

Zachary Dinan 03/20/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/21/18 1.0 Updating Valuation for Confirmation Declaration using 2-15 Business Plan and Updated Market Movements Zachary Dinan 03/21/18 1.0 WIP call with management and advisors Zachary Dinan 03/21/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/21/18 0.5 PJT team update discussion Zachary Dinan 03/22/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/23/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/23/18 0.5 PJT team update discussion Zachary Dinan 03/24/18 1.5 Working with K&E and A&M to prepare slides for Confirmation Hearing Zachary Dinan 03/25/18 0.5 Working with K&E and A&M to prepare slides for Confirmation Hearing Zachary Dinan 03/26/18 7.0 Confirmation Prep / Confirmation Hearing / Travel Zachary Dinan 03/27/18 3.0 Preparing potential 3rd party first loss marketing materials / compiling list of 3rd party investors to reach out to Zachary Dinan 03/27/18 1.5 Meeting with potential first loss 3rd party investor / prep for meeting Zachary Dinan 03/27/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/28/18 1.0 WIP call with management and advisors Zachary Dinan 03/28/18 1.0 Discussions with Management on raising first loss and preparing first loss marketing materials Zachary Dinan 03/28/18 5.0 Preparing potential 3rd party first loss marketing materials Zachary Dinan 03/28/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/28/18 0.5 PJT team update discussion Zachary Dinan 03/29/18 1.0 Call with Houlihan on equity value and post emergence share counts Zachary Dinan 03/29/18 5.0 Preparing potential 3rd party first loss marketing materials Zachary Dinan 03/29/18 0.5 Management / Advisors Email Correspondance Zachary Dinan 03/30/18 6.0 Preparing potential 3rd party first loss marketing materials Zachary Dinan 03/31/18 4.0 Preparing potential 3rd party first loss marketing materials 112.0

Page 10 of 10 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 28 of 32 PJT PARTNERS LP SUMMARY OF HOURS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 2, 2018

Professional Title Hours

Tim Coleman Partner 0.5

Peter Laurinaitis Partner 2.0

Avram Robbins Managing Director 5.0

Scott Meyerson Associate 7.0

Zachary Dinan Analyst 13.0

Total 27.5 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 29 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 2, 2018

Professional Date Hours Explanation

Tim Coleman 04/02/18 0.5 Management / Advisors Email Correspondance & PJT team update discussion 0.5

Page 2 of 6 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 30 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 2, 2018

Professional Date Hours Explanation

Peter Laurinaitis 04/01/18 1.0 Preparing potential 3rd party first loss marketing materials Peter Laurinaitis 04/02/18 0.5 Management / Advisors Email Correspondance Peter Laurinaitis 04/02/18 0.5 PJT team update discussion 2.0

Page 3 of 6 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 31 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 2, 2018

Professional Date Hours Explanation

Avi Robbins 04/01/18 1.0 Preparing potential 3rd party first loss marketing materials Avi Robbins 04/02/18 3.0 Meeting with Management in NYC to discuss first loss facility / marketing materials & prep Avi Robbins 04/02/18 0.5 Management / Advisors Email Correspondance Avi Robbins 04/02/18 0.5 PJT team update discussion 5.0

Page 4 of 6 Case 18-10122-KG Doc 554-4 Filed 09/17/18 Page 32 of 32 PJT PARTNERS LP HOURLY DETAILS FOR THE PERIOD OF APRIL 1, 2018 THROUGH APRIL 2, 2018

Professional Date Hours Explanation

Scott Meyerson 04/01/18 1.0 Preparing potential 3rd party first loss marketing materials Scott Meyerson 04/02/18 3.0 Meeting with Management in NYC to discuss first loss facility / marketing materials & prep Scott Meyerson 04/02/18 1.0 Discussion with PES Treasurer on PES internal estimates of first loss value at risk Scott Meyerson 04/02/18 1.0 Preparing potential 3rd party first loss marketing materials Scott Meyerson 04/02/18 0.5 Management / Advisors Email Correspondance Scott Meyerson 04/02/18 0.5 PJT team update discussion 7.0

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