Brazos Electric Power Cooperative, Inc

Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 1 of 66

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: § § CASE NO. 21-30725 (DRJ) BRAZOS ELECTRIC POWER § COOPERATIVE, INC., § Chapter 11 § Debtor. 1 §

DEBTOR’S APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLLET & ASSOCIATES LLC AS INVESTMENT BANKER FOR THE DEBTOR AND DEBTOR IN POSSESSION, EFFECTIVE AS OF MARCH 6, 2021, (II) WAIVING CERTAIN TIME KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF

THIS APPLICATION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE APPLICATION, YOU SHOULD IMMEDIATELY CONTACT THE MOVI NG PARTY TO RESOLVE THE DI SPUTE. I F YOU AND THE MOVI NG PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTI ON SHOULD NOT BE GRANTED. I F YOU DO NOT FI LE A TI MELY RESPONSE, THE RELI EF MAY BE GRANTED WI THOUT FURTHER NOTI CE TO YOU. I F YOU OPPOSE THE APPLICATION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARI NG. UNLESS THE PARTI ES AGREE OTHERWI SE, THE COURT MAY CONSI DER EVI DENCE AT THE HEARING AND MAY DECIDE THE APPLICATION AT THE HEARI NG.

REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY.

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

Brazos Electric Power Cooperative, Inc. (the “Debtor”) files this Application for Entry of an Order (I) Authorizing the Retention and Employment of Collet & Associates LLC as

Investment Banker for the Debtor and Debtor in Possession, Effective as of March 6, 2021, (II)

Waiving Certain Time Keeping Requirements, and (III) Granting Related Relief (the

Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 2 of 66

“Application”). In support of this Application, the Debtor submits the Declaration of William A.

Collet in Support of Debtor’s Application for Entry of an Order (I) Authorizing the Retention and Employment of Collet & Associates LLC as Investment Banker for the Debtor and Debtor in

Possession, Effective as of March 6, 2021, (II) Waiving Certain Time Keeping Requirements, and (III) Granting Related Relief (the “Collet Declaration”), attached hereto as Exhibit A and incorporated herein by reference. In further support of this Application, the Debtor respectfully states as follows:

I. JURISDICTION, VENUE, AND AUTHORITY

1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. § 1334.

This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b). The Debtor further confirms its consent to this Court’s entry of final orders or judgments on this Application if it is later determined that, in the absence of the consent of the parties, this Court does not have constitutional authority to enter final orders or judgments.

2. Venue of the Debtor’s case in this District is proper pursuant to 28 U.S.C.

§§ 1408 and 1409.

3. The bases for the relief requested herein are sections 327, 328, and 1107 of title

11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rules 2014-1 and 2016-1, and

9013-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local

Rules”).

II. FACTUAL BACKGROUND

4. On March 1, 2021 (the “Petition Date”), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in the possession of

-2- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 3 of 66

its property and has continued to operate and manage its business as a debtor in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

5. On March 15, 2021, the Office of the United States Trustee for the Southern

District of Texas (the “U.S. Trustee”) formed the Committee in this chapter 11 case. See Dkt.

No. 216. The Committee was reconstituted by the U.S. Trustee on March 24, 2021. See Dkt.

No. 285.

6. Additional information about the Debtor’s business and affairs, capital structure,

prepetition indebtedness, and the events leading up to the Petition Date can be found in the

Declaration of Clifton Karnei in Support of Chapter 11 Petition and First Day Motions (the

“First Day Declaration”) [Dkt. No. 3], which is incorporated herein by reference.

III. RELIEF REQUESTED

7. By this Application, the Debtor seeks entry of an order, substantially in the form

attached hereto (the “Order”), (i) authorizing and approving the employment and retention of

Collet & Associates LLC (“Collet & Associates”) to serve as investment banker, effective as of

March 6, 2021, in accordance with the terms and conditions set forth in that certain engagement

letter (the “Engagement Letter”), attached hereto as Exhibit B; (ii) approving the terms of the

indemnification, contribution, reimbursement, and related provisions set forth in an

indemnification letter (the “Indemnification Letter”), attached hereto as Exhibit C;

(iii) approving the modification of compliance with certain requirements regarding time entry

detail; and (iv) granting related relief.

IV. DEBTOR’S RETENTION OF COLLET & ASSOCIATES

8. In light of size and complexity of the Debtor’s business, nature of its assets, and

the Debtor’s challenging industry, the Debtor requires a qualified and experienced investment

-3- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 4 of 66

banker with the resources, capabilities, and experience of Collet & Associates to assist it in pursuing and consummating certain transactions that are integral to the Debtor’s successful restructuring and promptly exiting chapter 11. An investment banker like Collet & Associates fulfills a critical service that complements the services provided by the Debtor’s other professionals.

9. The Debtor selected Collet & Associates as its investment banker in this case based upon Collet & Associates’ intimate knowledge of the Debtor’s unique industry and significant familiarity and knowledge of the Debtor’s business. Collet & Associates has extensive experience in, and an excellent reputation for, providing financial advisory, valuation, restructuring and consulting services to electric cooperatives. Collet’s experience includes serving as advisor to Cloverland Electric Cooperative, National Rural Utilities Cooperative

Finance Corporation, Golden Spread Electric Cooperative, Inc., Kaua‘i Island Utility

Cooperative, National Renewables Cooperative Organization, Southern Minnesota Energy

Cooperative, Valley Electric Association, Inc., and Mohave Electric Cooperative, Inc., among others.

10. Collet & Associates’ professionals have over three decades of combined experience in the energy and infrastructure arena, with a special focus on valuation, financing, acquisition, and divestiture transactions for electric cooperatives. For these reasons, the Debtor submits that retaining Collet & Associates is in the best interest of its estate and creditors.

A. Services To Be Provided

11. Collet & Associates and the Debtor have entered into the Engagement Letter, subject to this Court’s approval, which governs the relationship between them, except to the

-4- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 5 of 66

extent it conflicts with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or the

Court’s order granting the Application.

12. The Debtor negotiated the terms and conditions of the Engagement Letter with

Collet & Associates at arm’s length and in good faith, and those terms and conditions reflect

their mutual agreements as to the substantial efforts that will be required in this agreement.

13. Subject to further order of this Court, in consideration for the compensation

contemplated by the Engagement Letter, Collet & Associates has provided and has agreed to a

number of critical and valuable services (the “Services”) to the Debtor, including the following:2

a. performing analysis of, developing, or refining financial models with regard to reorganization, financial metrics, lender considerations, and the general fairness and reasonableness of restructuring terms customary in the industry;

b. providing valuation services regarding some or all of the Brazos utility plant assets to support the collateral requirements of DIP or other financing objectives;

c. providing reports or testimony summarizing the various techniques and resulting valuation results utilized in the electric utility industry;

d. providing reports and determination of the appropriateness of the financial models within the bankruptcy reorganization context;

e. assisting in the development and analysis of legal and financial strategies as requested to respond to other parties’ positions and / or testimony;

f. assisting, as and when requested, with the negotiation of terms and agreements with parties to the various proceedings which may include Brazos’ member cooperatives, lenders, and other counterparties;

g. developing a memorandum or similar report to potentially be used in the preparation of any testimony, if necessary;

h. providing testimony as an expert witness, if necessary.

2 The listed services are a summary of the services Collet & As s ociates may provide to the Debtor. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects. Capitalized terms used in this summary but not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.

-5- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 6 of 66

14. The Debtor believes that the services that Collet & Associates will provide to the

Debtor are necessary to enable the Debtor to maximize the value of its estate.

B. Professional Compensation

15. In consideration of the services to be provided by Collet & Associates, and as

more fully set forth in the Engagement Letter, subject to the Court’s approval, the Debtor

proposes to compensate Collet & Associates under the following fee structure (the “Fee and

Expense Structure”):

Service Rate Project Manager $600.00 Associate $450.00 Analyst $262.00 Production $135.00 Travel Time $150.00

16. The Agreement also provides that Collet & Associates will be reimbursed for all

reasonable and documented out-of-pocket expenses incurred in connection with the Services, including items such as travel, accommodations, information retrieved from third party sources, and external production costs for presentation materials.

17. The Debtor believes that the Fee and Expense Structure is consistent with, and typical of, compensation arrangements entered into by Collet & Associates and other comparable firms in connection with the rendering of similar services under similar circumstances.

18. As a consequence of the discussions and arm’s length negotiations, the Debtor submits that the Fee and Expense Structure is reasonable, market-based, and designed to compensate Collet fairly for its work and to cover customary overhead expenses. The Debtor

believes that denial of the relief requested herein will deprive the Debtor of the assistance of a

uniquely qualified investment banker and would prejudice the Debtor and all parties in interest.

-6- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 7 of 66

Accordingly, the Debtor requests that the Court approve the Fee and Expense Structure, as set forth in the Engagement Letter.

C. Indemnification Provision

19. As part of the overall compensation payable to Collet & Associates under the terms of the Engagement Letter, the Debtor has agreed to certain indemnification, contribution, reimbursement, and other obligations pursuant to the Indemnification Letter.

20. Generally, the Indemnification Letter, as may be modified by the Order, provides that Collet & Associates and its respective directors, officers, and agents shall be indemnified, held harmless, and be owed contribution and reimbursement under certain circumstances. The indemnity covers, without limitation, any costs, charges and expenses (including professional fees and expenses) arising out of or in connection with Collet & Associates’ engagement.

21. The Debtor believes that the provisions of the Indemnification Letter, as may be modified by the Order, are customary and reasonable for investment banker engagements, both out-of-court and in chapter 11 cases, and reflect the qualifications and limitations on indemnification provisions that are customary in this district and other jurisdictions. See, e.g., In re Sheridan Holding Company I, LLC, No. 21-31884 (Bankr. S.D. Tex. Mar. 24, 2020); In re

McDermott Int’l, Inc., No. 20-30336 (DRJ) (Bankr. S.D. Tex. Mar. 9, 2020); In re Pioneer

Energy Servs. Corp., No. 20-31425 (DRJ) (Bankr. S.D. Tex. Mar. 1, 2020); In re Alta Mesa

Resources, Inc., No. 19-35133 (MI) (Bankr. S.D. Tex. Mar. 2, 2020).

22. The Debtor submits that the provisions of the Indemnification Letter were negotiated by the Debtor and Collet & Associates at arm’s-length and in good faith.

Accordingly, the Debtor respectfully requests that the Court approve the Indemnification

Provisions as set forth in the Indemnification Letter, as may be modified by the Court’s Order.

-7- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 8 of 66

D. Disinterestedness

23. To the best of the Debtor’s knowledge, information, and belief, and except to the

extent disclosed herein and in the Collet Declaration, Collet & Associates (a) is a “disinterested

person” within the meaning of section 101(14) of the Bankruptcy Code, as modified by section

1107(b) of the Bankruptcy Code; (b) does not hold or represent an interest materially adverse to

the Debtor, its creditors, and shareholders for the matters for which Collet & Associates is to be

employed; and (c) has no material connection to the Debtor, its creditors, shareholders, or related

parties herein in respect of this chapter 11 case.

24. As set forth in further detail in the Collet Declaration, Collet & Associates has

certain connections with the Debtor, creditors, and other parties-in-interest in this chapter 11 case. However, all of these matters are unrelated to this chapter 11 case. The Debtor understands that Collet & Associates does not believe any of these matters represent an interest materially adverse to the Debtor’s estate or otherwise create a conflict of interest regarding the

Debtor or this chapter 11 case.

25. To the extent that any new material facts or relationships bearing on this matter described herein during the period of Collet & Associates’ retention are discovered or arise,

Collet & Associates will use reasonable efforts to file a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

E. Modification of Compliance with Requirements Regarding Time Entry Detail

26. It is not the general practice of investment bankers, including Collet & Associates,

to keep detailed time records similar to those customarily kept by attorneys. Because Collet &

Associates does not ordinarily maintain contemporaneous time records in tenth-hour (.10) increments, Collet & Associates requests it be excused from compliance with such information

-8- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 9 of 66

requirements. Collet & Associates requests that it instead be required to maintain time records in

fifteen minute (0.25) increments, not decimal hours, setting forth, in a summary format, a

description of the services rendered by each professional and the amount of time spent on each

date by each such individual in rendering services on behalf of the Debtor.

27. In addition, Collet & Associates will maintain records in support of any actual,

necessary costs and expenses incurred in connection with the rendering of its Services in this

case.

28. Furthermore, Collet & Associates’ applications for compensation and expenses

will be paid by the Debtor pursuant to the terms of the Engagement Letter, in accordance with

any procedures established by the Court, including the Interim Compensation Order and any

other applicable Court order.

F. Duplication of Services

29. The Debtor believes that Collet & Associates’ services will not duplicate the services that other professionals will be providing to the Debtor in this chapter 11 case.

Specifically, Collet & Associate will carry out unique functions and will use reasonable efforts to coordinate with Berkeley Research Group, LLC, the Debtor’s proposed financial advisor, and the

Debtor’s other retained professionals to avoid unnecessary duplication of services.

V. BASIS FOR RELIEF

30. The Debtor seeks an order authorizing the retention and employment of Collet &

Associates as its investment banker under section 327 of the Bankruptcy Code. Section 327(a) of the Bankruptcy Code provides that a debtor is authorized to employ professional persons “that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to

-9- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 10 of 66

represent or assist the [Debtors] in carrying out [their] duties under this title.” 11 U.S.C.

§ 327(a).

31. Section 101(14) of the Bankruptcy Code defines a “disinterested person” as a

person that:

a. is not a creditor, an equity security holder, or an insider;

b. is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and

c. does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason.

11 U.S.C. § 101(14).

32. Section 1107(b) of the Bankruptcy Code elaborates upon sections 101(14) and

327(a) of the Bankruptcy Code in cases under chapter 11 of the Bankruptcy Code, and provides that “a person is not disqualified for employment under § 327 of [the Bankruptcy Code] by a debtor in possession solely because of such person’s employment by or representation of the debtor before the commencement of the case.” 11 U.S.C. § 1107(b). Collet & Associates

satisfies the disinterestedness standard of section 327(a).

33. In addition, the Debtor seeks approval of the Engagement Letter (including,

without limitation, the Fee and Expense Structure and the indemnification provisions as set forth

in the Indemnification Letter) pursuant to section 328(a) of the Bankruptcy Code, which

provides, in relevant part, that the Debtor “with the court’s approval, may employ or authorize

the employment of a professional person under section 327 . . . on any reasonable terms and

conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage

fee basis, or on a contingent fee basis . . . .” Section 328 of the Bankruptcy Code permits the

-10- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 11 of 66

compensation of professionals, including financial advisors and investment bankers, on more

flexible terms that reflect the nature of their services and market conditions.

34. As set forth above, and without limiting approval of the Engagement Letter under

section 328(a) of the Bankruptcy Code, Collet & Associates intends to apply for compensation

for professional services rendered and reimbursement of expenses incurred in connection with

this case subject to the Court’s approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures

and orders of the Court and consistent with the Fee and Expense Structure set forth in the

Engagement Letter.

35. Accordingly, the Debtor believes that Collet & Associates’ retention on the terms and conditions proposed herein is appropriate.

VI. NOTICE

36. Notice of this Application will be provided by first class mail and/or e-mail or

facsimile to those parties on the Master Service List. The Debtor submits that, in light of the

nature of the relief requested, no other or further notice need be given.

VII. PRAYER

For the foregoing reasons, the Debtor respectfully requests that this Court enter an order

substantially in the form attached to this Application, granting the relief requested in this

Application, and grant the Debtor such other and further relief as may be just and proper.

[Remainder of Page Intentionally Left Blank]

-11- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 12 of 66 Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 13 of 66

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: § § CASE NO. 21-30725 (DRJ) BRAZOS ELECTRIC POWER § COOPERATIVE, INC., § Chapter 11 § Debtor. 1 §

DECLARATION OF WILLIAM A. COLLET IN SUPPORT OF DEBTOR’S APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLLET & ASSOCIATES LLC AS INVESTMENT BANKER FOR THE DEBTOR AND DEBTOR IN POSSESSION, EFFECTIVE AS OF MARCH 6, 2021; (II) WAIVING CERTAIN TIME KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF

I, Willia m A. Collet, do hereby declare as follows:

1. I am the founding principal of Collet & Associates LLC (“Collet & Associates”) and was the co-founding principal of Christenberry Collet & Company in 1994. I submit this declaration (the “Declaration”) in support of the Debtor’s Application for Entry of an Order (I)

Authorizing the Retention and Employment of Collet & Associates LLC as Investment Banker for the Debtor and Debtor in Possession, Effective as of March 6, 2021, (II) Waiving Certain Time

Keeping Requirements, and (III) Granting Related Relief (the “Application”). Except as otherwise noted, I have personal knowledge of the matters set forth herein, and, if called as a witness, I would testify thereto.

Collet & Associates Qualifications

2. I received a bachelor’s degree in business administration from Southern

Methodist University and a master’s in business administration, with distinction, from Harvard

1 The Debtor in this chapter 11 case, along with the last four digits of its federal tax identification number is: Brazos Electric Power Cooperative, Inc. (4729). Additional information regarding this case may be obtained on the website of the Debtor’s claims and noticing agent at http://cases.stretto.com/Brazos. The Debtor’s address is 7616 Bagby Avenue, Waco, TX 76712. Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 14 of 66

Business School. I have been a guest lecturer at the Bloch School of Business and Public

Administration at the University of Missouri-Kansas City, and a guest columnist in several corporate finance and utility publications. Furthermore, I have presented numerous breakout sessions at electric cooperative industry and state-wide conferences.

3. I have over 25 years of diverse investment experience covering the full spectrum of corporate finance services. My engagements have included valuation, buy-side and sell-side mergers and acquisitions, public stock offerings, debt and equity financing and hostile takeover defense. Over my career, I have increasingly focused on the energy and infrastructure arena, with a special focus on valuation, acquisition and financing transactions for electric cooperatives.

4. Collet & Associates has extensive experience in, and an excellent reputation for, providing financial advisory, valuation, and restructuring and consulting services to electric cooperatives, including working with over 160 electric cooperatives. Collet & Associates’ transaction experience includes valuation, financings, acquisitions, and divestitures in gas and water utilities, power generation, oil and gas exploration, healthcare, basic manufacturing and industry consolidations.

5. Collet & Associates has provided advisory services to Cloverland Electric

Cooperative, National Rural Utilities Cooperative Finance Corporation, Golden Spread Electric

Cooperative, Inc., Kaua‘i Island Utility Cooperative, National Renewables Cooperative

Organization, Southern Minnesota Energy Cooperative, Valley Electric Association, Inc., and

Mohave Electric Cooperative, Inc., among others.

6. I believe that Collet & Associtaes is both well qualified and uniquely suited to represent the Debtor in this chapter 11 case.

-2- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 15 of 66

Services To Be Provided

7. Collet & Associates and the Debtor have entered into the Engagement Letter, subject to this Court’s approval, which governs the relationship between them, except to the extent it conflicts with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or the

Court’s order granting the Application.

8. The Debtor negotiated the terms and conditions of the Engagement Letter with

Collet & Associates at arm’s length and in good faith, and those terms and conditions reflect their mutual agreements as to the substantial efforts that will be required in this agreement.

9. Subject to further order of this Court, in consideration for the compensation contemplated by the Engagement Letter, Collet & Associates has provided and has agreed to a number of critical and valuable services (the “Services”) to the Debtor, including the following:2

b. providing valuation services regarding some or all of the Brazos utility plant assets to support the collateral requirements of DIP or other financing objectives;

c. providing reports or testimony summarizing the various techniques and resulting valuation results utilized in the electric utility industry;

d. providing reports and determination of the appropriateness of the financial models within the bankruptcy reorganization context;

e. assisting in the development and analysis of legal and financial strategies as requested to respond to other parties’ positions and / or testimony;

2 The listed services are a summary of the services Collet may provide to the Debtor. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects. Capitalized terms used in this summary but not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.

-3- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 16 of 66

g. developing a memorandum or similar report to potentially be used in the preparation of any testimony, if necessary;

h. providing testimony as an expert witness, if necessary.

Professional Compensation

10. The terms and conditions of the Engagement Letter were negotiated between the

Debtor and Collet & Associates at arm’s length and in good faith and reflect the parties’ mutual

agreement as to the substantial efforts that will be required in this engagement. Collet &

Associates anticipates that it will provide a broad range of necessary valuation and financial advisory services in order to advise the Debtor in the course of this chapter 11 case, as set forth in greater detail in the Application and the Engagement Letter.

11. In consideration of the services to be provided by Collet & Associates, and as

more fully set forth in the Engagement Letter, subject to the Court’s approval, the Debtor

proposes to compensate Collet & Associates under the following fee structure (the “Fee and

Expense Structure”):

Service Rate Project Manager $600.00 Associate $450.00 Analyst $262.00 Production $135.00 Travel Time $150.00

12. Collet & Associates believes that the hourly rates and fees are consistent with and typical of compensation arrangements entered into by Collet & Associates and other comparable firms that render similar services under similar circumstances. Collet & Associates submits that

-4- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 17 of 66

the hourly rates and fees are reasonable, market-based, and designed to compensate Collet &

Associates fairly for its work and to cover fixed and overhead expenses.

13. Collet & Associates is not a prepetition creditor of the Debtor. To the best of my knowledge, (a) no promises have been received by Collet & Associates as to compensation or payment in connection with this retention other than in accordance with the provisions of the

Bankruptcy Code, the Bankruptcy Rules, and any order of this Court and (b) Collet & Associates has no agreement with any non-affiliated person or entity to share with such entity any compensation received in connection with this retention.

Indemnification

14. I believe that the indemnification provisions contained in the Indemnification

Letter are substantially consistent in all material respects with the indemnification provisions contained in Collet & Associates standard engagement letter for both in- and out-of-court valuation and financial engagements. Further, to the best of my knowledge, such indemnification provisions are consistent with the marketplace, and courts have routinely approved similar indemnification arrangements in this district. See, e.g., In re Sheridan Holding

Company I, LLC, No. 21-31884 (Bankr. S.D. Tex. Mar. 24, 2020); In re McDermott Int’l, Inc.,

No. 20-30336 (DRJ) (Bankr. S.D. Tex. Mar. 9, 2020); In re Pioneer Energy Servs. Corp., No.

20-31425 (DRJ) (Bankr. S.D. Tex. Mar. 1, 2020); In re Alta Mesa Resources, Inc., No. 19-35133

(MI) (Bankr. S.D. Tex. Mar. 2, 2020).

15. Collet & Associates submits that the indemnification provisions contained in the

Indemnification Letter are appropriate and reasonable for its engagement as an investment banker in this chapter 11 case, as may be modified by the Court’s order, and should be approved

-5- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 18 of 66

pursuant to the Bankruptcy Code and the applicable Bankruptcy Rules and Bankruptcy Local

Rules.

Record Keeping

16. It is not the general practice of investment bankers—including Collet &

Associates—to keep detailed time records similar to those customarily kept by attorneys.

Because Collet & Associates does not ordinarily maintain contemporaneous time records in tenth-hour increments, Collet & Associates requests it be excused from compliance with such information requirements. Collet & Associates requests that it instead be required to maintain time records in fifteen-minute (0.25) increments, setting forth, in a summary format, a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtor.

17. Collet & Associates applications for compensation and expenses will be paid by the Debtor pursuant to the terms of the Engagement Letter, in accordance with any procedures established by the Court, including the Interim Compensation Order and any other applicable

Court order.

Collet & Associates Disinterestedness

18. In connection with its proposed retention by the Debtor, I undertook to determine whether Collet & Associates and I had any conflicts or other connections that might cause me or

Collet & Associates to hold or represent an interest adverse to the Debtor, its creditors, or estate with respect to the matters on which we are to be employed. I obtained from the Debtor a conflict checklist with names of individuals and entities (the “Potential Parties in Interest”). I and others at Collet & Associates have reviewed our connections with the Potential Parties in

Interest. Attached hereto as Appendix 1 is a list of the Potential Parties in Interest.

-6- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 19 of 66

19. Based on this review, to the best of my knowledge and except as otherwise set

forth herein, Collet & Associates has not encountered any creditors of the Debtor in which an

actual conflict exists between Collet & Associates and such creditors. Neither I, Collet &

Associates, nor any partner, or associate thereof, insofar as I have been able to ascertain, has any

connection with the Debtor, its creditors, or any other parties in interest herein, or their

respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of

the U.S. Trustee or any Bankruptcy Judge currently serving on the United States Bankruptcy

Court for the Southern District of Texas, except as set forth herein. In the past, Collet &

Associates provided services to the following parties:

a. in 2019 and 2020, Collet & Associates completed projects for the Debtor;

b. in 2019, Collet & Associates completed several projects for National Renewables Cooperative Organization;

c. in 2016, Collet & Associates provided services to National Rural Utilities Cooperative Finance Cooperation;

d. in 2016, Collet & Associates provided services to Golden Spread Electric Cooperative.

20. Collect has not performed and will not performed any work related to the

Debtor’s chapter 11 case for the above parties. Based on the foregoing, I do not believe that these connections preclude Collet & Associates from meeting the disinterestedness standard under the Bankruptcy Code.

21. If, at any time during the course of this case, Collet & Associates learns of any representation which may give rise to a conflict, Collet & Associates will promptly file with the

Court an amended declaration identifying and specifying such involvement.

-7- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 20 of 66

Duplication of Services

22. Collet & Associates understands that the Debtor has submitted, or intend to

submit, separate applications to retain, among others, Norton Rose Fulbright, US LLP, as legal

advisors; Berkeley Research Group, LLC, as restructuring advisors; and Stretto, as

administrative agent; and may retain additional professionals during the term of the Engagement

Letter. Collet & Associates will use reasonable efforts to work cooperatively with the Debtor to

avoid duplication of services provided to the Debtor by other of its retained professionals.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this on 31st day of March, 2021.

s/ William A. Collet William A. Collet

-8- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 21 of 66

Appendix 1

30 Large st Unsecure d Cre ditors MUFG Bank Ltd. Bank Of America National Rural Utilities Cooperative Finance Bank Of America N.A. Cooperation Bank Of Tokyo Regions Bank Breaux Ernest P Electrical Regions Bank Cima Energy Lp Rural Utilities Service Concord Energy Llc Wells Fargo Electric Reliability Council Of Texas Wells Fargo Bank National Association Etc Marketing Ltd Freepoint Commodities Llc Collateral Agent General Electric International Credit Suisse J. Aron & Company J.P. Morgan Contract Counterparty Koch Energy Services Llc 7X Energy, Inc. Lower Colorado River Authority Aces Power Marketing Llc Mercuria Energy America Inc. Atmos Pipeline - Texas Merrill Lynch Commodities Inc. Bank Of America Corporate Center Mica Steelworks Inc Cima Energy, Ltd Michels Corporation Cit Bank, N.A. Morgan Stanley Concord Energv Llc Nextera Energy Marketing Llc Conocophillips Company Njr Energy Services Company Coral Power, Llc Pike Electric Denton County Electric Cooperative, Inc., Shell Energy North America (Us) L.P. D/B/A Coserv Electric Siemens Energy Inc Duke Energy Corporation South Plains Electric Cooperative Energy Transfer Fuel, Lp Sun Coast Resources Inc. Enterprise Products Operating, Llc Techline Inc. Etc Marketing, Ltd Tenaska Marketing Ventures Fpl Energy Power Marketing, Inc. Tenaska Power Services Co. Freepoint Commodities, Llc Total Gas & Power North America Inc. Haney Law, Pc Wells Fargo Bank N.A. Hill Lake Gas Storage, Llc J. Aron & Company Banks J. Aron & Company Bank of America Jpmorgan Chase Bank, National Association Bank of America Corporate Center Koch Energy Services, Llc Bank of America N.A. Lapetus Energy Project, Llc Branch Banking and Trust Company Lower Colorado River Authority CoBank ACB Ls Powerdevelopment,Llc Comerica Bank Mercuria Energy America, Inc. Federal Financing Bank Merrill Lynch Commodities, Inc. Frost Morgan Stanley Capital Group Inc. JPMorgan Chase Bank Njr Energy Services Company Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 22 of 66

Sandy Creek Energy Associates, L.P. Brazos Electric Power Cooperative, Inc. Sandy Creek Energy Assoiates, L.P. Shell Energy North America (Us), L.P. Deed of Trust Trustee Southwestern Power Administration Meade Bauer Tenaska Energy Holdings, Llc Tenaska Energy, Inc. Dire ctors Tenaska Marketing Ventures Alexander, Kenneth Tenaska Power Services Co. Allen, William L The Bank Of Tokyo-Mitsubishi, Ltd, New Ancell, Larry Dale York Branch Bays, Larry (Director) Total Gas & Power North America, Inc. Berend, Adam Wachovia Bank, National Association. Beth Mcginty Wells Fargo Bank, Na Bradford Henry J (Dir. Bartlett-7/21/99) Wells Fargo Bank, National Association Calhoun James (Mgr.Navasota Valley) Worsham-Steed Gas Storage, Lp Camp, Kenneth Cantrell, Thomas Counterparty to a Credit Position Carlisle, Monty Adm Carlisle, Monty (Do Not Use) Aep Energy Partners Cobb, Jerry Bank Of Tokyo Corbett, Larry Bp Energy Craddock, N L Calpine Deal, Clifford Cargill Denning, Randy Compass Driver, James Conoco Phillips Duvall, Robert C Edf Trading (Qeagl) Ellis, Marvin Endure Energy Gardner Leroy--Navasota Bod 1/27/99 Energy America (Direct) Geer,Clyde Ercot Geeslin, Brian Exelon Gerald,Jr., P. M. J. Aron Gillespie , Billy J. P. Morgan Gregg, Don R. Lcra Hartgraves, John Luminant Hesse, Neil J. Merrill Lynch (Fka B Of A) Hilbers, Bernard Miso Hollas, Kenneth Morgan Stanley Hooper, Melvin Kim Nextera Energy (Fpl Energy) Hughes, Glenn - Smec Dir Wise Rainbow Energy Ickert, Rick Royal Bank Of Canada Jones, Billy Shell Energy Jones, Glenn Stec Jones, John - Smec Dir Ucs Suez Jones, Steve Wells Fargo Bank, N.A. Kelton Kerry (Mgr.-Mid South) Krahl, Robert - Smec Director Jac Debtor Lane, Bennie

-2- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 23 of 66

Lasater, Cody Abel, John K. Lee Don -Director Tri County 4/99 Accaputo, Adam Lemons Gerald W-- (Manager-Hilco) Adam, Terry L. Lesley, Alan Adams, Austin Lewis,Robert T. Jr Adams, Michael J. Lightfoot, Bryan (Home Address) Adams, Samuel G. Marek, Joe Adkins, Robert D. Martin, David Alaniz, Jeremy B. Mcginty, Beth Albers, David C. Mclennan County Electric Coop Aldrich, Jeremy Mcwhorter Dennis (Mid-So) Alexander, Michael R. Miller, Larry Allen Jr, Leslie N. Montgomery, Kendall Allen, Richard F. Morris, Audie Anderson, Garret Muir, Richard Anderson, Lois A. Murphree, James Andreatta, Jimmy R. Parker, Fred Andrle, William Peek, A. J. Ard, Jack T Pelzel, Leon A. Arey, Olen Pennington, Jim Ashley, Sandra I. Perry, John - Smec Dir Navasota Valley Baierlipp, Hans Pickett, Jack Bailey, Daniel L. Pierce, Walt Bailey, John T. Pulliam, W L Baize, Cooper Ragsdale, Willia m Baker, Brandon Raibourn, Joe Baker, Carter S. Roberts, Ronald R Baker, Oran C Dec 08 22 2020 Robinson, Ronnie Baker, Paul C. Sears Sarah Bandy, Jared R. Sheffield, Trisha Barber, Joshua L. Shirley, Marshall - Smec Dir Midsouth Barragan, Antonio J. - Deceased Smith, Janet L. Barrington, Joshua C. Solomon, Ruby Bartek, Blane K. Deceased 9/8/15 Stroebel, Loren Barton Jr, George L (Deceased) Stubbs, Mark Barton, Eric Tally, Curtis Bassham, G R Thiess, George Battles, John Urbanovsky, Eugene - Smec Dir Bartlett Bays, Honey L. Vaden, Anne Beadles, Bobby K. Ward, Ned Becker, Donald B. Wiley, Shane Beckmann, Dwight F. Wood, Jorden Beisel, J E Young, Brandon Bernal, Raul Young, Steve Berryhill, Alyssa Bickel, Ian Employee Bilbrey, Harold G

-3- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 24 of 66

Billeck, Phyllis A. Chandler, Byron E. Birkes, Kay D. Chesnut, Raymond M. Bishop, Jay D. Chism, Ronnie G. Deceased Bitner, Billy D. Chokas, Terry L. Blair, Tony L. Ciceu, Alexandra I. Blanchard, Mark A. Clark, Brett A. Boase, Brian M. Cleveland, David W. Bodkin Iv, Robert Clevenger, Joshua L. Bolden-Jones, Kimberly A. Cobb, Jackie T. Bolfing, Larry E. Collins, Deborah S. Bolton, Aron W. Contreras Jr, Pedro Bolton, Billy P. Cook, Billy Bonnette, Nick Cooper, Gary N. Booth, Jonathan G. Copeland Jr, J D. Bordovsky, Khaki J. Cotten, Eugene Bozeman, Dale L. Crawford, Rodney G. Braddy Jr, Horace L. Cuadrado, Alexander Bramlett Iii, John C. Curry, Carl D. Breshears, Douglas D. Cutliff, Sean M. Bright, Connie M. Dashboard, Manager Brimhall, Sean H Davis, John R. Bromley, Ryan Degler, Thomas A. Brooks, Christian R. Dempsey, Meredith C. Broughton, Christopher J. Denton, Candace S. Brown, Charlie H. Deputy, Robin S. Brown, Kevin R. Derrick Jr, Charles H. Brown, William J. Detherage, Michael L. Bruce, Nathan R. Dickey, Julie A. Bryan, Jordan L. Dickson, Albert E. Buckingham, Mark L. Dieterich, Derrick Burney, Alan W. Dillon, Steven R. Burns, Marc C. Dixon, Nickolas W. Buse, Joe V. Dobbs, Justin Bushnell Jr, Francis M. Dolezalik, Gregory A. Calvillo, Jesse Dominguez, James Canterbury, R Dorsey, Gavin Carlile, Cathryn D Doty, Debbie A. Carnley, Garl R. Drapela, Dylan Carpenter, Clarence W. Deceased Duffer, Brian D. Carroll Jr, James Dumith, Laura J. Carroll, David A. Durham, Ronnie Carroll, Ward K. Dvorak, Chester Carter, William L. Earnest, Nancy A. Cathey, Ricky A. Eddington, Jeffery G. Causey, Bryan K. Edwards, Alvin M. Chambers, Richard W. Edwards, Dwayne L

-4- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 25 of 66

Edwards, Howard J Goldman, Timothy R. Deceased 1/24/15 Egenbacher, Clay W. Gomez, Pablo A. Elmore, Jimmy D. Gonzalez, Jose Elza Jr, Jesse H. Gordon, Russell B. Ernst Jr, Carl J. Gore, Richard Esch, David W. Graves, Brent C. Esquivel, Joe Gray, David W. Estes, Charles G. Green, Aaron J. Estes, Larry Green, Michael O. (Dec. 5/22/2020) Etheredge, John W Greger, Seth G. Ethridge, Jacob Grusendorf, Shawn A. Evans, Kerry E. Guerra, David R. Evans, Michael S. Gustafson, Lynn A. Everly, Leslie Hadley, Rickey L. Faloney, Patrick K. Hager, Michael Farley, William C. Hagood, Joel Ferrell, George W. Hale, James A. Deceased 10-06-2010 Fielder, Bobby A.(Deceased) Hall Jr, Woody Fink, Brian Hall, Douglas V. Fisher, James E. Hall, Ronnie Flowers, Richard Halter, Elmer F. Ford, Arthur D. Hamilton, Harold Foster, Marty C. Hammer, Cari E. Fowler, Linda W. Harber, F D Fox, David B. Harmon, Joe N. Frazier, Colton Harrelson, Bradley K. Frazier, Julie E. Harrington, G M Freeman, Donna Harris Jr, Irvin E. Friend, Steven R. Harrison Jr, David Fulcher Jr, Joseph A. Harrison, Dane S. Galler, Michael L. Hartz, Timothy A. Galliguez, Presilo A. Hawthorne, Shawn H. Garcia, Joe D. Hayes, David G. Garcia, Shannon Hayhurst, Teresa A. Garlick, Willia m R. Head, Linda M Garon, Edgar O Heino, Shari B. Garza Jr, Marciano Helpert, Billy R. Gaviria, Pablo S. Hemphill, Christopher R. George, Mary C. Henderson, John D. Gerhardt Iii, Maximillian Henderson, Martin Gerik, David W. Henderson, Samuel P. Gerik, Troy L. Henk, Shane Gilbert, Jerry P. Deceased Hernandez, Pete Gilbert, Joe B. Hernandez, R V Ginsburg, Stanley Hester, Michael R. Glockzin, Steven R. Hicks, R H

-5- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 26 of 66

Hill, Raymond L. Jungmann, Raymond A. Hilliard, J Jurek, Jesse W. Hinkson, Marcus D. Kadlacek, Randall Hinojos, Ismael Kammlah, Ross S. Hithersay, Brian Matthew Karnei, Clifton B. Hodges, Kelan Kelly Jr, Robert M. Hoegenauer Ii, Eugene Kennon, Richard C. Hoelscher, Cory N. Kenny, Keith Hoffman, Bryan J. King, Robin R. Holecek, Tanner H. Kirk, Julie Holland, Jacob A. Kirkham, Gary Hollingsworth, Dan H (Deceased) Klaus, Kyle D. Hollingsworth, Roger D. Kovar, Mark A. Holt, Philip W. Kramolis, Timothy C. Hopkins, Gary R. Krenek, Dustin Hopkins, Jennifer Kroskey, Anthony C. Horton, Chance Kubacak Jr, Anthony G. Horton, Keith Kubin, Michael A. Horton, Perry M. Deceased 10/3/15 Kueker, Daniel Horton, Robert A. Lacey, Jason B. Howard, A L Lambert, Darrell E. Howard, Danny J. Lampert, Bennie L.(Deceased 01/01/2018) Hrabal, Dustin Larsen, Todd D. Hudson, Bradley D. Lawson, Wilma J. Huggins Sr, Richard M. Lednicky, Patrick A Hunter, James W Lemens, Wesley D. Huntley, Kodie Lenox, Hugh F. Hurst, James E. Levy, Mark R. Hurtt, Derrick B. Lindsey, Ambrose R. (Dec. 2-18-2020) Hutchins, James M. Little, Rodney E. Hutka, Patrick D. Long, Randall Hykel, Garrett Luco, Jeffery J. Jaster, Cody L. Luttrell, Randy C. Jaynes, Claude W. Lynch, Joshua Jenkins, Bobby E. Lynn, Travis Jenkins, Byron G. Machac, Lane R. Johnson, Andres Machen, Robert R. Johnson, Charles L. Maddux, Shane A. Johnson, Eddie J. Maldonado, Zachary Johnson, Samuel R. Mallory, Amos R. Johnson, Tony M. Malovets, Colby Johnston, James Mann, Sherry J. Jones, Colt Marley, Daniel Jones, David R. Marsh, Charles Jones, Dianne D. Martin Jr, Jack W. Jones, Pamela D. Martin, James D - Deceased

-6- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 27 of 66

Martin, Thomas G. Moore, Harold C. Martinez, Narciso N. Moore, Jack C. Mashburn Jr, Bobby M. Morgan, Jeffrey L. Mattei, Andrew K. Morgan, Richard E - (Deceased 5-12-2001) Matthews, Chaney Morris, Jared D. Mayfield, Milton Herb Morrison, Ethan Mcanelly, John H. Mosier, Lori A. Mccaskill, Linda J Mosley, David R. Mccaskill, Richard E. Mueck, Victor L. Mcclane, Ruby V. Munchrath, Nathan L. Mcclure, Dee B. Myers, Randall W. Mccord Jr, Truman P. Najera, Michael A. Mccoslin, Jimmy C. (Dec. 12/31/2016) Neilson, Robert G. Mccoy, John Nelson, Calvin Mcdaniel, David E. Nelson, Michael J. Mcdaniel, Jerry D. Deceased 1/19/2011 Netherland, Kenneth A. Mcdaniels, Vicki S. Neumann, Cheryl D. Mceuen, Justin R. Nevills, Gary E. Mcginnes, J Newberry, Timothy Mckelvain, Donald R. Newell Jr, Robert K. Mckinley, Joshua P. Nino, John D Mckinney, Emmett Noell, Schuylar M. Mcknight, Tommy R. Nors Jr, Edward J. Mclendon, Josie Norvell, Gavin F. Mcmillian, Wesley Nottingham, Jeffry D. Measures, Vernon D Nowak, Stephen L. (Deceased 08/10/1997) Medcalf, Darryl B. Oglesby, Steven L. Medlin, Alvin E Oldham, Lannie C. Medlock, Wilmer G. Oliver, Toby S. Meier, Nathan Oliver, Todd W. Merrifield, Jimmie L. Owen, Jeffrey W. Merritt, Gary O. Owens, Marvin G. Deceased Merritt, Patricia A. Padilla Jr, Ruben Mershawn, Mary A. Palmer, Cecil A Meyers, Danny H. Pankonien, Kelly R. Meyers, Michael W. Parcels, Virgil W Midkiff, Ulas Parish, Neal Miles, Larry D. Parsons, Ernest R. (Dec. 5/20/2020) Miller, Darrell K. Parsons, Kris A. Miller, Nicholas Paschal, Brody Milligan, Lester G. Pavelka, Mark A. Mims, Ella M. Pavlas, Brent L. Minnix, Kyle R. Pecskovszky, Robert E. Montgomery, Kristie L. Pena, Jorge L. Montgomery, Logan B. Peterson, Gregory L. Moody, Carl L. (Dec. 02/05/2016) Petrey, Joe B.

-7- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 28 of 66

Petter, Albin A. Royalty, K R Pettit, John K. Rucas, Jason Petty, John W. Ruff, Lois J Pirtle, Robert N. (Dec 10/31/2013) Ruiz, Ignacio Plemons, Larry J. Ruiz, Juan M. Poe, Zachary C. Rutherford, Tyler W. Pogue, Genevieve L. Ryan, Marshal K. Popham, Joshua A. Ryno, Randy J. Porter, Etta M. Sadel, Zachary Portillo, Joseph C. Samo Iii, Andrew J. Portwood, Jason L. Sartain, Michael B. Post, Melvyn E Sartin, Clifford L. Poston, Ralph A. Sawyer, Tiffany Potts, Dylan M Schauer, Linda J. Powers, Matthew S. Schlicht, Frank G. Preslar, Linda G. Schneider, Mark E. Prine, Stephen C. Schulze, Larry A. Procter, James H. Scott, Robert Pruente, Phillip A Scott, Ronnie K. Rainer, Paul D Sedberry, T. B. Raines, Carl D. Segrest, Ross A Ramirez, Alejandro E. Self, Tommy L. Ray, Nita G. Semrow, Frank Rayburn, Robert W. Serrano, Roberto Reed, Stephen D. Sewell, Kathlind Reid, Patricia L. Shadoan, E Reierson, Brooks Travis Sharp, Jimmy V. Rence, Billy D. Shaw, Tiffany Reyes, Daniel L. Sheeler, Dorothy F. Rice, John D. Shine, C Rice, Richard O. (Deceased 06-24-2015) Shreffler, Charles S. Richards, Andrew Sides, Shaefer J. Richards, Gary J. Simpson, Morgan L. Richardson, Larry C. Simpson, Peter G. Riddle, Joel D. Sims, Gayle M. Rieger, Scott E. Sims, Lamar M. Riggs, Brandy D. Sims, Russell W Riley, Ryon Sinkule, Carl E. Roberson, Kenny R. Sisk, James D. Roberts, Marty G. Skinner, Marie M Robins, Judith S. Sloan, Glenda L. Robinson, Tony S. Smith Iii, Harley A. Rodriguez, Roberto Smith, Charles Rodwell, Alexandra Smith, David M. Rosenheim, Daniel J. Smith, Jeremy F. Ross, James R. Smith, Joshua C.

-8- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 29 of 66

Smith, Kristina A. Ventling, Caleb S. Smith, Landon B. Vera, Michael W. Smith, Michael Veselka, Michael R. Smith, Steven R. Wachsmann, Mark J. Smith, Terry R. Wagner, James D Snider, Russell S. Waldon, Helen E. Snider, Wade D. Waldrep, Dustin M. Sorensen, Michael Walker, Cole A. Spencer, Christopher J. Walker, Jerry K. Deceased 4/23/2003 Springer, Ryan K. Walker, Robert W Springman, Sherri Wallace, David G. Stafford, Randall P. Wang, Xiaodong Stallings, Freddie J. Ward, Joseph M. Stanford, Tammy B. Ward, Mark Stebbins, Jeffrey B. Warren Jr, William L. Stembridge, Christopher A. Warren, Bobby J. Stieg, Danna K. Warren, Mary E. Stivener, Marvin J. Watson, Cody W. Stolte, Vernon C Weakley, Terry D. Stone, Alan D. Webb, David M. Stone, Brill R. Weekley, Barbara K. Strickland, William L. Wendrock, Debra K. Sulak, Jacob E. Wentworth, Aaron C. Swenke Jr, Daniel B Westbrook, Raymond T. Taggart, Walter L. Whisnant, Celeste Tarpley, Leland R. White, Henry P. Tavaglione Ii, Michael J. White, Randy G. Teer, Gordon S. Whited, Fred Tepe, Stephen B. Wilcox, Linda K. Terry, Sarah J Willeford, Kenneth A - Deceased Thomas, Bernard P. Deceased 8/1/2015 Williams , James G. Thrall, Travis D Williams , Kyle Threadgill, Gerry D. Williamson, Robert Tiblets, Larry G. Willoughby, Tyson B. Tidwell, Darrell L. Winbourn, Timothy D. Tipton Jr, Thomas B. Wirth, Paul A. Townsend Jr, William B. Wittner, Thomas R. Treese, Rod S. Yant, Colin Trojacek, Russell W. Yoakum, Jeff Truax, Laramie York, Johnny A. Trujillo, Yolanda Young, Monty B. Turner, Cathleen M. Yows Jr, James T. Turner, Jared W. Zahirniak, Wesley Underwood, Yancey Zant, Lyle S. Vance, Joshua Venethongkham, Roger

-9- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 30 of 66

Indenture Trustee Hilco Electric Cooperative, Inc. Regions Bank J-A-C Electric Cooperative, Inc. Mid-South Electric Cooperative Association Lenders Navarro County Electric Cooperative, Inc. Bank Of America, N.A. Navasota Valley Electric Cooperative, Inc. Bank Of Tokyo Mitsubishi Ufj, Ltd. South Plains Electric Cooperative, Inc. Branch Banking & Trust Company Tri-County Electric Cooperative, Inc. Cobank, Acb United Electric Cooperative Services, Inc., Comerica Bank Dba United Cooperative Services Mufgbank, Ltd. Wise Electric Cooperative, Inc. National Rural Utilities Cfc National Rural Utilities Cooperative Finance Note Purchase rs Corporation American Equity Investment Life Insurance Regions Bank Company United States of America American United Life Insurance Company Wells Fargo Bank, National Association Aviva Life And Annuity Company Berkshire Life Insurance Company Of Litigation America Covenant Church Cobank, Acb DRH Land Opportunities I Inc. Colonial Life & Accident Insurance Erik W. Dennis Company Integrity Power Solutions Llc Connecticut General Life Insurance North American Electric Reliability Company Corporation Cotton States Insurance Company Ople Prairie Oaks Development Inc. Country Life Insurance Company Perry Homes Llc Country Mutual Insurance Company Public Utility Commission of Texas Farm Bureau Life Insurance Company Of Sandlin Brothers Property Co. Llc Michigan Simmons Bank Federated Rural Electric Insurance Specialty Fabrication Llc Exchange The Rudman Partnership Ltd. Hartford Accident And Indemnity Company Trez Capital Funding Ii Llc Hartford Life Insurance Company Weekley Homes Llc Hartord Investment Management Company Horace Mann Life- Hm-Lic-An Members Horace Mann Life Insurance Co.- Hm-Lic- Bartlett Electric Cooperative, Inc. Lf Comanche County Electric Cooperative Life Insurance Company Of North America Association Mellon Trust Cooke County Electric Cooperative Metropolitan Life Insurance Company Association, Dba Pentex Energy Midland National Life Insurance Co Rga Denton County Electric Cooperative, Inc., Annuity Reinsurance Dba Coserv Electric Midland National Life Insurance Co Rga Fort Belknap Electric Cooperative, Inc. Annuity Reinsurance 2 Hamilton County Electric Cooperative Midland National Life Insurance Company - Association Boll Heart Of Texas Electric Cooperative, Inc.

-10- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 31 of 66

Midland National Life Insurance Bell County Appraisal District Company/Annuity Blum ISD Midland National Life Insurance Bosque County Tax Assessor/Collector Company/Main Brazoria County Tax Assessor/Collector Mtl Insurance Company Brazos County Tax Assessor/Collector National Guardian Life Insurance Company Bremond ISD National Rural Utilities Cooperative Finance Brown County Appraisal District Corporation Buckholts ISD New York Life Insurance And Annuity Childress Co. Appraisal District Corporation Chilton ISD New York Life Insurance Company Cisco ISD North American Company For Life And City Of Garland Health Insurance/Annuity City Of Hearne North American Company For Life And City Of Mesquite Health Insurance/Main City Of Venus Ohio National Life Assurance Corporation Clay County Appraisal District Pacific Life & Annuity Company Clifton ISD Pacific Life Insurance Company Collin County Tax Assessor/Collector Paul Podany Comanche Co. Tax Assessor/Collector Pioneer Mutual Life Insurance Company Cooke County Appraisal District Prime Advisors, Inc. Coppell City/Coppell ISD Provident Life And Accident Insurance Coppell ISD Company Corsicana ISD Tax Office Security Benefit Life Insurance Company Coryell Co. Tax Assessor/Collector Texas Life Insurance Company Cottle County Appraisal Dictrict Texas Life Mod - Co Crosby County Appraisal District The Guardian Life Insurance Company Of Dallas City America Dallas Co. Tax Assessor/Collector The Ohio National Life Insurance Company Deleon ISD The Paul Revere Life Insurance Company Denton City Tax Collector The Prudential Insurance Company Of Denton County Tax Office America Desoto Joint School & City Tax Office The State Life Insurance Company Dickens County Tax Assessor/Collector Union Fidelity Life Insurance Company Eagle Mountain -Saginaw ISD Unum Life Insurance Company Of America Eastland Co. Appraisal District Wilton Reassurance Company - Health Eastland County Tax Assessor/Collector Markets Ellis County Tax Assessor/Collector Wilton Reassurance Life Company Of New Ennis City York Ennis ISD Erath Co. Tax Assessor/Collector Taxing Authorities Falls County Tax Assessor/Collector Aquilla ISD Floresville ISD Archer County Tax Assessor/Collector Foard County Appraisal District Atascosa Co. Tax Assessor/Collector Forestburg ISD Tax Collector Balch Springs City Franklin ISD Baylor County Appraisal District Franklin ISD Tax Assessor/Collector

-11- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 32 of 66

Freestone Co. Tax Assessor/Collector Montgomery Co. Tax Assessor/Collector Frisco City Tax Collector Navarro Co. Appraisal District Frisco ISD Navarro Co. Tax Assessor/Collector Frost ISD Nocona ISD Garland ISD Normangee ISD Georgetown ISD Oakwood ISD Glenn Heights City Palo Pinto County Tax Collector Goldburg ISD Parker Co. Appraisal District Grapevine-Colleyville ISD Prairie Valley ISD Grayson Co. Tax Assessor/Collector Prosper ISD Grimes Co. Appraisal District Quanah ISD Grimes Co. Tax Assessor/Collector Richardson ISD Guadalupe Co. Tax Assessor/Collector Rio Vista ISD Hamilton Co. Appraisal District Rising Star ISD Hardeman County Tax Assessor/Collector Robertson Co. Tax Assessor/Collector Haskell County Appraisal District Rochester ISD Hearne ISD Saint Jo ISD Henderson County Tax Assessor/Collector Scurry County Tax Assessor/Collector Hill County Appraisal District Somervell Central Appraisal District Hill County Tax Assessor/Collector Stephens County Tax Assessor/Collector Hood County Appraisal District Stockdale ISD Hood County Tax Office Stonewall County Appraisal District Hunt County Tax Assessor/Collector Stonewall County Tax Assessor/Collector Itasca ISD Tarrant Co. Tax Assessor/Collector Jack County Appraisal District Taylor County Appraisal District Jack County Tax Assessor/Collector Teague ISD Johnson Co. Tax Assessor/Collector Throckmorton County Appraisal District Johnson County Appraisal District Travis County Tax Assessor/Collector Karnes City ISD Walker County Appraisal District Kent County Appraisal District Walker County Tax Assessor/Collector Kerens ISD Whitney ISD King County Tax Assessor/Collector Williamson Co. Tax Assessor/Collector Knox County Appraisal District Wilmer-Hutchins ISD Lampasas Central Appraisal District Wilson County Appraisal District Leander ISD Wilson County Tax Assessor/Collector Leon County Tax Assessor/Collector Wise Co. Appraisal District Leon ISD Wise County Tax Assessor/Collector Limestone County Tax Assessor/Collector Young County Appraisal District Madison Co. Tax Assessor/Collector Marion ISD Utilities Mclennan Co. Tax Assessor/Collector Aerobic Septic Pros Mcmullen County Tax Office Alenco Communications Milam County Tax Assessor/Collector At&T Mildred ISD At&T (Box 105068) Montague Co. Appraisal District At&T (Box 5011) Montague Co. Tax Assessor/Collector At&T (Box 5019)

-12- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 33 of 66

At&T (Atlanta,Ga) Lake Palo Pinto Water Supply C At&T (Po Box 22111) Lipan Telephone Co At&T Mobility (Box 6463) M.E.N.Water Supply Corporation Atmos Energy (Box 790311) Mackay Comm Fka Gardline Comm Bartlett Electric Coop-Inv./Vo Mckinney, City Of (Water) Bolivar Water Supply Corporati Mid-South Synergy-Inv/Vo/Je Brazos Companies-Braz2010/Red Mp2 Energy Texas Bryan Texas Utilities (Btu)100 Mustang Special Utility Distri Bryan Utilities (Box 8000) Navarro County Electric Coop-P Cap Rock Telephone Coop ( Remi Navasota Valley Electric-Remit Central Texas Telephone Coop Nortex Communications -Payable Centurylink Pedernales Electric Coop -Paya Centurylink (B0X 4300) Fmrly C Pentex (Fka Cooke County Elec Centurylink (Fmr Embarq) - 296 Premiere Global Services Centurylink (Remit-Groesbeck S Reliant City Of Celina Santa Rosa Telephone Coop City Of Fort Worth Water Depar Sardis-Lone Elm Water Supply City Of Frisco - Remit Seymour, City Of City Of Granbury Southlake, City Of City Of Hearne - Garbage Spectrum Business (Frmrly Time City Of Hudson Oaks Suddenlink City Of Lewisville Tarrant Regional Water Distric City Of Plano Totelcom Communications, (Coma Cleburne, City Of Town Of Little Elm Cleburne, City Of (Invoices) Tri-County Electric Coop-Inv/V Comanche Electric Coop-Inv/Vo. Txu Energy-650638-Power (Allbi Community Telephone Company United Cooperative Services (B Concord Robbins Wsc United Telephone Co Of Texas-3 Consolidated Communications Verizon Wireless (660108) Consolidated Communications Tx Waco, City Of-A/P (Water) Coserv (Box 650785) Walnut Creek Special Utility D Cross Timbers Water Supply Cor Weatherford, City Of-Inv/Vo/Je Direct Energy Business West Wise Special Utility Dist Entergy Windstream Communications (Cab Floresville, City Of Windstream Communications Sw-9 Flower Mound, Town Of (Remit) Windstream Communications-9001 Frontier Communications Wise Electric Cooperative-Inv/ Ft Belknap Electric Coop.-Inv/ Wtu Retail Energy---21588 Glenn Heights, City Of (Water) Granbury Municipal (City Of Gr Vendors Grayson-Collin Electric- All Purpose Safety Training S Heart Of Texas Electric Cooper Fracht Express, Inc. Highland Village, City Of Primary Recruiting Services J-A-C Electric-Payables--Post 1 Priority Environmental Servi Karnes Electric Cooperative - 2/90 Sign Systems (Grand Rapids,Mi) Knox Waste Service 3M Inc.

-13- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 34 of 66

4-Star Hose & Supply, Inc. Airgas Usa, Llc (Waco) 855 Bugs.Com Airgas Usa, Llc Sales (Grand Prairie) A & D Tests, Inc. (Temple Tx) Airgas, Remit 120001 A+ Porta Kans Airmasters Heating & Air Cond (Clebburne A-1 Building Supply Aj Rental Dallas Inc A-1 Fire & Safety Security Equipment Co. Alamo Pump Co. Abb Automation (Box 73639) Alenco Communications Abb Automation Inc (Use Abb C/O Alfa Laval Inc (Frmly Air Cool Davidson A-Line T.D.S. Abb Enterprise Software Inc All Purpose Safety Training S Abb Enterprise Software, Inc. Allesco (Houston) (Remit) Abb Inc (Cleveland Oh) Prev Bailey Contr Alliance Communications Abb Inc (Payment) Alliance Source Testing (Decat Abb Industrial Automation Usa Allied Electronics (Box 2325) Abb Instrumentation C/O Andon Allied Electronics (Dallas) Abb, Inc. (Po Box 88868) Remi Allied Electronics (Ft Worth) Abb, Inc. C/Odavidson & Assoc (Quotes) Allied International Emergency, Llc Abel Plumbing Allied Oil And Supply, Inc Abm Janitorial Services - Sout All-Pro Fasteners, Inc. (Box 9 Ac'Cent Environmental Services All-Pro Fasteners, Inc. (Quotes/Orders) Accent Foods Allterra Central, Inc. Ace Commercial Fence Inc All-Tex Pipe & Supply (Dallas) Aces Power Marketing (Wire) All-Tex Pipe & Supply, Inc. (Ft Worth) Act Pipe & Supply Alltite, Inc Acuren Inspection (Frmly M&M Eng) Als Consulting Llc Acuren Inspection Inc. Alta Clean Adams, Elaine X (Dec. 3/6/2020 Altec Hiline, Llc (New Equipment) Adenin Technologies Inc. Altec Industries, Inc. (Dallas) Advance Cooling Towers Altec Industries, Inc. (Remit) Advance Thermal Corporation Altec Supply (Parts/Ser/Rental/Used Equi Advanced Turbine Support, Llc Ambold'S Key & Lock Company Aegis Amercable Incorporated Aeon Pec (Parts & Dot Inspection)(Plano) American Brothers Cleaning Aeon Pec (Remit) American Concrete Co Aepep American Efficiency Services, Aerobic Septic Pros American Electric Power (Box 3 Aerofin Heat Transfer Products American Fence Co. Inc. (Rockwall,Tx) Air Cleaning Technology, Inc American Flag And Banner Compa Air Dimensions, Inc. American Leak Detection Air Power Sales & Service (Eul American Office Supply Air Power Sales & Service (Lon American Piping Inspection Aire Serv Of Weatherford American Power Services, Inc. Airgas Usa, Llc (Box 676031) American Power Systems, Llc Airgas Usa, Llc (Do Not Use) American Professional Staffing Airgas Usa, Llc (Ft Worth) American Test Center Airgas Usa, Llc (Remit) American Underwater Services I

-14- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 35 of 66

American Van Equipment At&T (Box 105068) Ametek Power Instruments (Box At&T (Box 5011) Ametek Power Instruments (C/O Ev Smith) At&T (Box 5019) Ametek Power Instruments-Pulsar Products At&T (Atlanta,Ga) Ametek, Inc. At&T (Po Box 22111) Ametek/Solidstate Controls (Bo At&T Long Distance (Box 5017) Ampair Inc At&T Mobility (Box 6463) Analytic Stress Atascosa Co. Tax Assessor/Coll Analytic Stress Relieving, Inc Atlantic Coast Textiles Anchor Industrial Atlantic Group, Inc. (Agi) Andritz Separation Inc Atlantic Group, The & Dz Atlan Andy'S Tire Service Atlantic Group, The (5426 Robi Angiel Electrical Construction Atlas Commodit ies, Llc Anixter Power Solutions (Corinth,Tx) Ord Atlas Copco Compressors (Palat Anixter, Inc (Box 842584) Atlas Copco Compressors Llc (Houston) Anodamine, Inc. Atlas Copco Compressors, Llc (Grand Prai Anthony Boiler Company, Inc. Atlas Copco Rental Llc Anvil Int'L (Fka Megawatt Machine Svc) Atlas Machine & Welding Servic Anylabtest Atmos Energy (Box 790311) Aquatech International Corpora Atmos Pipeline - Texas Aramark Uniform Services Atmos Pipeline-Texas (Box 8414 Aramark Uniform Services (Waco) A-Top Roofing Company (Springt Arbiter Systems Incorporated Augusta Realtors (Tannehill Co Arbor Works Utility Services-C Austin Electric Arc Abatement, Inc. Austin Energy (Box 3513) Archer County Tax Assessor/Col Austin Sales & Scaffold Archive Supplies, Inc. Austin White Lime Company Arcman Corporation Automatic Chef Arise, Inc. Automation Direct Arizona Department Of Revenue Autonomic Software, Inc. Arm-Tex Corp Avalon Urgent Care Arnold Isolierungen Aveva Software, Llc. Array Enterprises, Inc.(Butter Aviat Networks (Palatine,Il) Arrow Air Conditioning, Inc. Aviat Networks (Use 42923) Arrow Ford Aviat U.S., Inc. (Orders) Arrow Magnolia International, Aviation Laboratories Arrowhead Contractor Supply Awc, Inc. (Farmers Branch,Tx) Asce/Memebership (Box 79084) Awc, Inc.- Automation Division (Houston) Ascension Medical Group Axiom Advertising Waco (Shirts Asco/Associated Supply Co Axis Construction, Lp (Ft Wort Asentria Corporation B & H Transmissions Ash, Brian E. B & R Machining Services Ashley Douglass B&H Photo-Video Asme (Box 36037) B.E. Atlas Company Aspen, Inc. B+B Smartworx At&T Babbitt Bearings Llc, J.D.'S

-15- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 36 of 66

Babcock Power Services Inc. Bio-Aquatic Testing, Inc. Bailey Boiler Supply Bird-Kultgen Ford, Inc. (Remit Baird, Hampton & Brown Bird-Kultgen Ford, Inc. (Waco) Baker Botts Llp (Houston) Bizlibrary Baker Botts Llp (Remit) Bkd Cpas & Advisors Baker Corp (Arlington, Tx) Orders Black Box Corporation (Orders) Baker/Moran Blue Cross Blue Shield Of Texa Ballew'S Petroleum Equipment Blue Cross Medicarerx (Pdp) Bandera Electric Cooperative, Inc. Blueline Rental, Llc Bank Of America - Petty Cash Bluetarp Financial, Inc. (1055 Bank Of America (514 Austin Av Blx Group Llc Bank Of America Na Boa Med Plan Dep-Bcbs Bank Of Tokyo-Mitsubishi Ufj, Bobcat Of Fort Worth Barclays Bank Boiler Tube Company Of America Barnett, Kevin Bolivar Water Supply Corporati Baron Usa, Llc Bolttech Mannings Inc. (Remit) Barron, Clifford Bolttech-Mannings (Box 635803) Bartlett Electric Coop-Inv./Vo Bolttech-Mannings Inc Bartlett, City Of Booth, Joe Baseload Power Gen. Parts And Bosque County Tax Assessor/Col Basic Industries, Ltd (Use Brase Integr) Bowen Landscape Basin Water Resources Bowie Line Crew Bassell Pam, Chapter 13 Truste Bp Energy Batterysharks (Remit To) Bp Energy Company Bauhaus Interiors Brace Integrated Services, Inc. (Remit) Baylor County Appraisal Distri Brady Worldwide, Inc. Bcsw (Baird, Crews, Schiller & Bragg Trailers, Llc Beamex, Inc. Brandfx Bearcom, Inc. (Orders) Brandon & Clark, Inc. (Box 315 Beard, Heidi L. Brandon & Clark, Inc. (Ft Worth) Beavers Dozer & Land Managemen Brandon & Clark, Inc. (Lubbock) Bell County Appraisal District Bray Sales Texas (Houston) Beloit Health System Brazos Companies-Braz2010/Red Benke Ear Nose & Throat Brazos County Tax Assessor/Col Bennett, Carmen D Brazos Elect Power Coop 401K Bennett'S Brazos Elect Power Coop Flex. Bentley Brazos Electric Ad Valorem Tax Bentley Systems (Software Maintenance) Brazos Electric Constr. Fund-P Bently Nevada Llc (File #42058 Brazos Electric Power Coop Bently Nevada, Llc (Minden,Nv) Brazos Electric Power Coop Pay Best Brazos Electric Power Coop Row Bethesda Water Supply Corp. Brazos Electric Power Coop.,Inc.(New Hq) Bha Altair, Llc Brazos Electric Power Coop-Inv Big Tex Trailer World Inc Brazos River Authority--Remit Bill Utter Ford, Ltd Brazos Sandy Creek Cooperative Bing, Andrew Brazos Sandy Creek Electric Coop

-16- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 37 of 66

Brazos Valley Insurance (Box 2 Cardinal Pumps & Exchangers (Orders) Breaker Broker Cardinal Pumps & Exchangers (R Breaux, Ernest P Electrical In Cbre Inc - Valuation And Advis Brenntag - (J.A.M. Distributing Co. Dal) Cbs Arcsafe, Inc. (Denton,Tx) Brenntag Lubricants Central Cce Inc - Crane & Hoists Brenntag Southwest, Inc. - Rem Cch Incorporated Aka Wolters K Brenntag Southwest, Inc. (Orders) Cci Power Supplies (Milwaukee,Wi) Breviloba Llc Ccl Laboratories, Inc., D.B.A Bridgette'S Cleaning Cdw, Inc (Remit) Brooks Manufacturing Co. (Remi Cdw, Inc. (Orders) Brown County Appraisal Distric Cemtek Kvb-Enertec - Orders Brownsville, City Of-Public Ut Central Texas Telephone Coop Brush Generator & Motor Serv (T-Creek,Pa Century Instrument Co Brush Generator And Motor Centurylink Brushy Creek Industrial Soluti Centurylink (B0X 4300) Fmrly C Bryan Texas Utilities Centurylink (Fmr Embarq) - 296 Bryan Texas Utilities (Btu)100 Centurylink (Formerly Qwest) Bryan Utilities (Box 8000) Centurylink (Remit-Groesbeck S Bryan, City Of/Btu (1000) Cf Supply Btu Brokers, Inc. (Formerly Pr Cfc Buffalo Pumps Inc (Orders) Chain Electric Company Buffalo Pumps Inc (Remit) Champion Equipment Co., Inc. Buie, David Hunter Chapman Construction Co., L.P. Bullen Pump & Equipment Inc Chapman Construction Company (Orders) Bullet Delivery Service (Remit Charlie'S Wrecker Service Burns & Mcdonnell Chem Can Services, Llc Burns & Mcdonnell (Box 411883 Chemco Systems, Lp (Monongahela,Pa) Burns & Mcdonnell (Orders) Chemical Weed Control Burns Controls Company (Dallas) Orders Chemical Weed Control (W'Thfrd) Herbici Butler & Land (Beckwith) Chemical Weed Control-Cwc (Bry Butler & Land Inc. (Dallas) Orders Chemtreat Inc. (Chicago) Butler & Land, Inc. - (Box 550 Chemtreat, Inc (Austin) C & M Precast Concrete Co. (Orders) Chemtreat, Inc. (Quotes/Orders) C & P Pump Services, Inc. (Box Cherokee County Electric Coope C I Actuation (842348) Chesapeake Energy Marketing C.I. Actuation (Houston) Childress Co. Appraisal Distri Caldwell Choice Power, L.P. California - Franchise Tax Boa Christian Transportation Inc California Analytical Instruments, Inc. Christopher S. Till, Trust Acc Calpine Energy Services Chromalox (Direct Sales) Calpine Power Services Chromalox (Pittsburgh,Pa) Calpine Power Services Chromalox Inc. (Box 536435) Cap Rock Telephone Coop ( Remi Chromalox Sales Office-Dallas Capital Title Of Texas, Llc Cima Energy Lp Capitol Medical Service, Llc. Cima Energy, Lp Capstone Mechanical Cimarex

-17- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 38 of 66

Cincinnati Fan Cleburne, City Of Cincinnati Fan & Ventilator Co Cleburne, City Of (Invoices) Cintas Fire Protection Clinics Of North Texas Llp Cintas First Aid & Safety Clover Telecom Circle C Services, Inc Cmi Energy Llc (Orders) Cirrus Associates, Llc Cnp Houston Electric-Wire(6148 Citi Group Energy Inc. Cody, Coye C. Citi Group Energy Inc. Cohn & Gregory (Box 671435) Citigroup Energy Cohn & Gregory Supply, Llc (Cleburne,Tx) City Of Celina Cole-Parmer Instrument Co.(Chi City Of Denton Municipal Utili Cole'S Portable Sanitation Ser City Of Fort Worth Water Depar College Station, City Of City Of Frisco - Remit Collet And Associates City Of Garland Collin County Tax Assessor/Col City Of Granbury Colonial Life City Of Hearne Comanche Co. Tax Assessor/Coll City Of Hearne - Garbage Comanche County Abstract Compa City Of Hudson Oaks Comanche County Water Supply City Of Lewisville Comanche Electric Coop-Inv/Vo. City Of Mesquite Comerica Commercial Card Servi City Of Plano Comerica Wealth Management City Of Sanger Commodity Chemicals-Jack County City Of Seymour Commodity Chemicals-Johnson County City Of The Colony, Texas Commodity Chemicals-Miller County City Of Whitesboro Communications Supply Corp.(34 City Of Whitesboro Community Med Family Urgent Ca City Pipe (Don'T Use) See 4381 Community Telephone Company City Public Service (Box 1771 Compass Bank Ciuba, Robert Compressed Gas Technologies, I Cks Management (Remit) Comsearch Clark Equipment Co Dba Bobcat Comsearch (Ashburn, Va) Orders Clark Rotating Equipment Servi Conax Technologies Llc Clark-Reliance Corp (Filtration Group) Concentra Medical Centers (Add Clark-Reliance Corp (Pittsburg Conco Services Corporation (Mfg.) Classic Filter & Equipment Ltd Concord Energy Cla-Val Company Concord Robbins Wsc Clay County Appraisal District Condit Company, Inc., The (Rem Clayton'S Commercial Cleaning Connally, Richard Cle International-(Texas Wetla Conocophillips Cleaver Brooks Sales And Servi Conocophillips Company Cleaver-Brooks Sales And Service (Dallas Conroe Concrete, Ltd (Yancy Ready Mix) Cleburne Fence Company (Quotes Consolidated Communications Cleburne Glass Co Consolidated Communications Tx Cleburne Propane Consolidated Water Solutions Cleburne Times-Review Consolidated Water Solutions ( Cleburne Welding & Industrial Consor Engineers Llc (Dga Us U

-18- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 39 of 66

Continental Reliability Llc Cummins Southern Plains, Llc D Continental Valve & Machine (L Curly'S Plumbing & Big Blade Sewer Svc Contractor Environmental Servi Curvature (Fmly Network Hardware Resale) Control Components Inc(Rancho Custom Pump And Windmill Suppl Control Line Equipment, Inc. Cutsforth Inc. Control Panels Usa, Inc. (Aust Cw Clinic Controlled Fluids, Inc. (Beaum Cwc Right Of Way, Inc. (Corpor Converge One (Prev Alexander O D & J Trucking (David Hodge) Cooke County Appraisal Distric D Commerical Refrigeration Cooke Power Services D. Palmer Contracting Llc Cooling Tower Depot, Inc. D.H. Pace Company, Inc Cooper Power Systems (Remit C Daffan Cooling & Heating Cooper Power Systems - Eaton (Orders) Daikin Applied Americas, Inc. Cormetech, Inc. Daley Tower Service, Inc. Corrpro Companies (Houston) Dallas Co. Tax Assessor/Collec Corrpro Companies (Remit-Dalla Dallas Fluid Systems, Llc (Swa Coryell Co. Tax Assessor/Colle Dallas Morning News, The--6300 Cosa Xentaur Daniel & Susan Regalado Coserv (Box 650785) Daniel Measurement & Control Inc.(Sales) Coserv Electric -Inv/Vo./Je Daniel Measurement & Coshocton Regional Medical Cen Control(Order)Houst Cottle County Appraisal Dictri Daniel Measurement Services (B Cowboy Church Of Ennis Daniel Measurement Services, Inc.(Housto Cox/Mclain Environmenetal Cons Daniel Measurement& Control (Gas Cpi Group C)Houst Crane Inc., John (Pasadena,Tx) Daniels Measurement Crane Inc., John (Plano,Tx) Dannenbaum, Llc Crane Inc., John (Remit) Darryle Taylor'S Lawn Tech, Inc. Craneworks Of North Texas Data-Connect Enterprise/Arc Electronics Critical Site Solutions, Inc. Dave, Punit Crosby County Appraisal Distri Davis Steel Services (Orders Cross Plains Oil Field Davison Van Cleve Pc Cross Texas Transmission, Llc Dawson & Sodd, Llp Trust Accou Cross Timbers Water Supply Cor Dcs Center Crowder Construction Co. Dealers Electrical Supply "Rem Crown Equipment Corp. Dealers Electrical Supply (Cleburne) Crown Lift Trucks Dealers Electrical Supply (Wac Crown Products, Inc. (Longview Deep East Texas Electric Coop- Crown Products, Inc. (Tulsa,Ok Degree Cooling Towers, Llc Croy Landscaping (Varmint Fenc Dell Direct Sales L.P. (Austin Croy, Mark E. Dell Inc. Csc - Communication Supply Corp (Orders) Delta M Corporation Csut Spetech Delta Rigging & Tools Ctrma Processing Delta Steel Lp-Remit Ctwp (Central Texas Word Proce Deltak Construction Services Inc Cummings Westlake Llc Deltak, L.L.C. (Plymouth,Mn)

-19- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 40 of 66

Denton County Tax Office Dupuy Oxygen & Supply Company Department Of State Health Ser Dwyer Instruments, (Michigan City) Order Detection & Measurement System Dwyer Instruments, Inc. (Box 338) Det-Tronics (Houston) Dxp Enterprises, Inc. (Dallas) Devon - Remit (Fmr Mitchell) Dxp Enterprises, Inc. (Remit) Devon Gas Services Dxp Enterprises, Inc.(Grand Prairie)Jack Dexter Cemetery Association Dxp Superstore Dezurik C/O New Gen Prod Dxp-Do Not Use (Wichita Falls) Dfw Floor Pro'S & Janitorial Dyna Systems Dfw Materials (Saginaw,Tx) Dynagrid Construction Group (L Diamond Systems Inc Dynamark Industries Dickens County Tax Assessor/Co Dynamic Ratings, Inc. Diebold Power Solutions Llc E P Drilling Digital Control Systems Eads Diligent Corporation Eads Company, The (Orders) Diligent Corporation Eagle Eyes Janitorial (Granbur Dilo Company, Inc. (Odessa,Fl) Eagle Industries Of La, Llc Direct Energy Business Eagle Remediation & Demolition Direct Energy Business Marketing Eastland Co. Appraisal Distric Dis-Tran Steel, Llc (Box 5109 Eaton Corporation (Grapevine,T Dis-Tran Steel, Llc (Quote/Order) Eaton Corporation (Orders) Division 7 Waterproofing, Llc Ebix Inc. Dmc Carter Chambers (Use Setpoint Integ) Edf Trading North America Doble Engineering (Box 843730) Edf Trading North America, Llc Doble Engineering (C/O Energy Reps) Edf Trading North America, Llc Doble Engineering Company (Box 9107) Edko, Llc (Formally Spraymax) (Tyler) Doble Engineering Company (Orders) Eggelhof Inc Doherty Brothers Construction Ehresmann Engineering, Inc. Donaldson Company, Inc.(Orders Eis, Inc. Donna Freeman - Buyer El Pasop Phoenix Pumps Inc Dooley Tachaberry, Inc. (Box 2 Electric Transmission Tx, Llc Dooley Tackaberry Electrical Power Products, Inc Doosan Turbo Machinery Service Electromark (Chicago) Doskocil Dozer Service Electromark Company (Orders) Doskocil, Todd Electroswitch (Orders) Dot/Phmsa Electroswitch--Remit Double D Drilling Elite Supply Partners (Fmly Ci Douglass Distributing Co (Dall Elliott Electric (Box 206524) Douglass Express Enterprises, Elliott Electric Supply (Bridgeport) Douthitt, Rondy Elliott Electric Supply (Mineral Wells) Drs Marlo Coil Elliott Electric Supply(Cleburne) Dtn, Llc (Fkna-Telvent) Ellis County Medical Associate Dub-L Tape, Inc. Ellis County Tax Assessor/Coll Duke Energy Renewables Elogger Duncan Oilfield Const. & Equipment Sales E-Max Instruments, Inc. Dupont Building, Inc. (Bell Ci Emedco

-20- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 41 of 66

Emerson Process Management Erico Emerson Process Management (Bo Eriks (Was Lewis-Goetz) Emerson Process Management (Houston,Tx) Erwin Construction (Kyle) Emerson Process Management Erwin Water Well Drilling (Power&Water) Esc Engineering Emerson Process Valve Automation Inc Esi Fire & Security Protection Ems Usa, Inc. (Houston) Orders Espinoza Fencing Encari Esquire Fire & Safety (Waco) End 2 End Technologies, Llc Etc Endure Energy Endress+Hauser (Remit) Etc Marketing Endress+Hauser, Inc. C/O Vector Controls Etc Marketing, Ltd Endure Energy Etec Industrial Services, Llc Energized Substation Maintenan Ethosenergy Power Plant Servic Energy Transfer Fuel, Lp Euci Energy Transfer Fuels Evans Enterprises, Inc. (Wichita Falls) Energy Worldnet, Inc. (Decatur) Evergreen North America Engie Energy Marketing Na Eversheds Sutherland (Us) Llp Engine Cleaning Technology, In Evoqua (Holland Mi) Engineered Exteriors, Llc. Evoqua Water Technologies Llc Engineered Parking Systems (Or Exelon Generation Enlink Gas Marketing Exelon Generation Fka Constell Ensafe Inc. Expertpay Enstor Energy Services Fabenco Inc. Entergy Falcon Steel Co (Box 162689) Entergy Gulf States Inc (Remit Falcon Steel Company (Orders) Enterprise Products Operating Falls County Tax Assessor/Coll Enterprise Products Operating Family Clinic Of Bridgeport Enterprise Texas Pipeline Famous Mineral Water Co. Enterprise Texas Pipeline Llc Famous Water Company Enverus (Drilling Info, Inc.) Fannin County Electric Coopera Environment One Corporation Farm & Ranch Construction Llc Environmental Logistics Company Farmer Environmental Group, Llc Environmental Systems Corporat Farmers Electric Cooperative,I Epic Communications (Orders) Fastenal Company (Box 1286)-R Epm Power & Water Solutions Fastenal Company (Bridgeport) Epm Power & Water Solutions In Fastenal Company (Cleburne) Epoxy Design Systems, Inc (Eds) Fastenal Company (Weatherford) Equipment Depot, Ltd. (Ft Wort Fastenal Waco (Txwac) Equipment Depot, Ltd.(Box 2090 Fayette Electric Cooperative Erath Co. Tax Assessor/Collect Fdl Operating Llc Ercot Fed Ex (Box 660481) Ercot (7620 Metro Center Dr.) Fed Ex Freight Ercot/Blue Building Federal Financing Bank Ercot-The Texas Connection-Wir Federal Steel Supply, Inc. Ergon Refining, Inc. Federated Rural Ergon, Inc. (Transformer Oil) Feeding Texas

-21- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 42 of 66

Fenwick, Nick Fred Garrison Oil Company Ferguson Enterprises Inc. (Box Freepoint Commodities Ferrellgas Freepoint Commodities Llc Fikes Wholsesale, Inc. Freese And Nichols, Inc. Filter Technology Co Inc Freestone Co. Tax Assessor/Col Fink & Co, Inc Frontier Communications Fire & Safety Inc. (Wichita General) Frontier Waste Solutions Firetrol Protection Systems (D Frost Bank Firetrol Protection Systems (Ft. Worth) Fsti, Inc. Firmin Business Forms Fsti, Inc. First Choice Coffee Services Ft Belknap Electric Coop.-Inv/ Firstmark Foundations Ft. Wolters Machine & Tool Fitch, Inc. Fti Group (Nampa, Id) (Quotes/ Fitzgerald Lawnscaper Fuel Masters Llc Flanders Electric Fuel Masters Llc Flex-Kleen Filtration Technolo Fuseco, Inc. (Dallas) Floresville Electric Power Sys Gaas, Richard And Cathy Floresville, City Of Gai-Tronics Flotech Inc Garland Isd Flow Americas, Llc Garland, City Of (Box 461808) Flow Technology Garner Pipe And Supply Flower Mound, Town Of (Remit) Garratt-Callahan Company Flowmatics Inc Gas Equipment Company, Inc. (B Flowserve (Houston) (Pump Gasket & Gas Turbine Efficiency, Llc Oring Gc3 Specialty Chemicals, Inc. Flowserve Corp - Box 822503 Gdc Industrial, Inc. Flowserve Fcd Corp (Flow Contr Gds Associates, Inc. Flowserve Fsd Corp (Pump Division - Hou) Ge Betz,Inc (Use Ge Power & Water 29176) Flowserve Pump Corp (Houston) Orders Ge Energy - Technical Training Flowserve Pump Division (New R Ge Energy Management (Mutlin) Flowserve Us Inc(4179 Collecti Ge Energy Services (C/O Troy Bohnert) Flowserve Us Inc. --Remit 9132 Ge Energy Services (Remit) Fluid Flow Products -Fmly Condit Company Ge International, C/O Troy Bohnert Fluid Power Products Ge International, Inc. (Box 84 Fluitec Ge Mds, Llc Fluke Electronics Corp (Remit) Ge Steam Power Inc (Atlanta) Fluke Electronics Corp Calibration (Orde Gea Of Texas, Inc. (9434 Old Flw, Inc. Gea Of Texas, Inc.(Dallas) Quote/Order Fm Global General Electric Internat'L (B Foard County Appraisal Distric General Electric Intl (Smart Signal) Ga Foley Gardere Llp General Electric, C/O Tec Utility Supply Ford Av General Monitors (734111) Forensic Metallurgy, Inc. General Rubber Corp. (Tucson, Az) Form Automation Solutions, Inc Genesis Systems Inc. Fort Worth Gasket & Supply Gensuite, Llc Franklyn W. Kirk Company Geocue Group

-22- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 43 of 66

George'S Greater Waco Chamber Of Commer George'S #2 Greenville Electric Utility Sy Gilbert Environmental, Inc. Grimes Co. Appraisal District Gilbert, Troy Gross Automation Gilliam Contracting, Inc. (Waco,Tx) Gross-Yowell & Company, Inc. Glenn Aire Gsec Glenn Heights, City Of (Water) Gtc Control Solutions, Inc. Glidepath Power Solutions Llc Guadalupe Co. Tax Assessor/Col Global Energy & Water Consulti Guadalupe Valley Electric Coop Global Equipment Guida, Slavich & Flores Global Industrial Equipment (Orders) Gulf Coast Bank & Trust Global Rental Co, Inc. Gulf Coast Bank & Trust Co. Global Servo Hydraulics Inc ( Gulf Coast Valve Global Software, Inc. H & M Landscape And Sprinkler Co. Inc. Golden Spread Electric Coop, I H & S Valve, Inc. (Odessa,Tx) Gonzalez, Daniel H & S Valve, Inc. (Weatherford,Tx) Good Technology (Remit) H S A Bank Goodson Golf & Utility Cars Haas, David G Goodyear Tire And Rubber Compa Hach Company (Remit) Gorman Mechanical Hach Company (Purchase Orders) Got To Go Solutions, Inc. Hamilton Co. Appraisal Distric Gp Strategies Corp Hamilton County Electric-Inv/V Grable Oil Company Hammer Construction Inc Grainger, Inc. #802609289 - Palo Pinto Hamon Deltak, Inc Grainger, Inc. #818472946 - Tolar Hampel Oil Distributors Inc Grainger, Inc. #863026647 (Kan Hardeman County Tax Assessor/ Grainger, Inc. #867859803-John Hargrave Power, Inc. Grainger, Inc. (Dallas) Harris, Bob Oil Co. Grainger, Inc. (Ft Worth) Harris, Michele Grainger, Inc. (Northeast Pkwy Ft Worth) Harrison Lawn Grainger, Inc. (Waco) Haskell County Appraisal Distr Grainger, Inc. (Wichita Falls) Orders Hatfield And Company, Inc. (Re Granbury City Of Hatfield And Company, Inc. (Rockwall) Granbury Municipal (City Of Gr Hawkes, Vincent P., Sr. Grandpaw'S Outhouse/Tool Shed Hawkins, Griffin T. Grant Goss Contracting, Inc. Hazel'S Hot Shot, Inc. Grapevine-Colleyville Isd Hdr Engineering, Inc. Gray Cleaning Services Healer Printing & Office Suppl Graybar Electric Co (Minnesota - Orders) Health Care Service Corporatio Graybar Electric Company, Inc. Heart Of Texas Electric Cooper Graybar Electric Company, Inc. (Ft Worth Heartsafe America, Inc. Graybar Electric Company, Inc. (Waco) Heat Exchange And Transfer, In Grayloc Products Hendershot Equipment Company, Grayson Co. Tax Assessor/Colle Henderson Construction Grayson Collin Electric Cooper Hensel Electric Company Grayson-Collin Electric- Herc Rentals Inc

-23- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 44 of 66

Herman Pruitt Co. Hurd Crane Service Hewlett Chevrolet Buick, Inc., Husch Blackwell Llp Hewlett Office Systems Huskie Tools, Inc. (C/O Energy Highland Village, City Of Hutton Communications (Orders) Highridge Consulting Services, Hydradyne Hydraulics, Llc (Ord Hilco Electric Coop-Inv/Vo/Je Hydrafil.Com, Inc. Hill County Appraisal District Hydralube Hill County Tax Assessor/Colle Icl-Ip America Inc. (Orders) Hillin Sand & Gravel Icl-Ip America Inc. (Remit) Hill-Lake Gas Storage Idera, Inc Hill-Lake Gas Storage Llc Ieee (Membership Dues) Hillsboro Ford Ieee-Pes Hillsboro Sand & Gravel, Inc. Iem Energy Consultants, Inc. Hi-Plains Filtration Iem Energy Consultants, Llc ( Orders) Hi-Plains Filtration & Supply, Inc. Ifm Efector Inc. (Box 8538-307 Hipotronics, Inc. Ik Network Solutions (Orders/Po'S) Hipple, Charles Ik Network Solutions (Remit) Hitachi T&D Solutions, Inc. Impact Fire Services (Pflugerv Hogg, Troy Impact Fire Services (Waco) Hoist & Crane Service Group Independent Protection Co.,Inc Holt Cat (Remit To) Independent Turbine Services ( Holt Cat Cleburne Industrial Air Flow Dynamics, Inc. (Ct) Holt Truck Centers Industrial Defender/Leidos Cyber Or 4/15 Home Abstract And Title Compan Industrial Equipment Company ( Home Depot #6520 (Cleburne) Industrial Equipment Of Dallas (Orders) Home Depot #6532 (Waco) Industrial Networking Solutions Homestead Funds Inc. Industrial Outfitters Inc (Orders) Honstein Oil & Dist (See Sener Industrial Refractory Services Hood County Appraisal District Industrial Systems, Inc. Hood County Clerk Infoexpress Inc Horton Tree Service Information Requirements Clearinghouse Hotec-Inv/Vo/Je Inge, Henry P Hotsy - North Texas Sales & Distribution Ingersoll Rand (Dallas) Orders Houston Carenow Urgent Care Ingersoll Rand Co. (15768 Coll Houston County Electric Cooper Ingersoll-Rand - Service Center (Dallas) Howden Roots Ingram Concrete (Remit) Hq Petty Cash Fund (Lois) Ingram Concrete Llc (Box 1166 Hrsg Forum Llc Innovation Machine Services Hrst, Inc. Innovative Control Solutions, Hubbell Power Systems Quotes/Orders Inspirus (Formerly Diamond H) Hubbell Power Systems, Inc. (R Instrumart (Orders) Hughes Brothers, Inc. (Crossarms) Instrument & Valve Services Hughes-Peters Instrument & Valve Services Company Hughes-Peters (Quotes/Orders) Instrumentation Group (Palmer) Hundley Hydraulic Service Insurance Information Ex. Hunt County Tax Assessor/Colle Insurance Information Exchange (Bryan)

-24- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 45 of 66

Integra Realty Resources - Hou Jason'S Deli Integrated Power Company, Llc. Jasper Materials, Inc. (Orders Integrity Power Solutions (Ips) Jaynes, Reitmeier, Boyd & Ther Intek, Inc Jeff Bilby'S Engine & Compressor, Llc Intercontinental Exchange (Box Jerry'S Olds Pont Gmc Inc Internal Revenue Service--Wire Jerry'S Windshield Repair Interstate Billing Service Jflow Controls Interstate Powercare **** (Use 41953) Jll Valuation & Advisory Servi Intertec Instrumentation Inc Jm Test Systems, Inc. (Baton Rouge,La) Intertech Commercial Flooring Jm Test Systems, Inc. (Odessa,Tx) Intralinks, Inc. (Box 392134) Jmac Supply Corp. Irby Co., Stuart C. (Austin) (Orders) Jnt Technical Services, Inc. Irby Co., Stuart C. (Ft. Worth/Richland) Joe W. Fly Co., Inc. (Ft Worth) Irby, Stuart C. Co. (Box 84395 Joe W. Fly Co., Inc. (Remit) Irons, Kerry Md John Zink, Llc (Tulsa,Ok) Orders Irwa-Chapter 36 Johnson Brothers Ford Isa- International Society Of Johnson County Appraisal Distr Isaacks, Lewis L Johnson Supply (Orders/Quotes) Waco Isc Sales, Inc. Johnston Techincal Services, I Ism - Institute For Supply Management Jones & Renfrow Abstracters Isp Supplies Jordan Transformer, Llc Itl-International Lighting, Ll Jp Morgan Chase Itl-International Lighting, Llc (Orders) J-S Machine & Valve, Inc. Itron, Inc. (Box 200209) J-W Power Company (Mineral Wells,Tx) Ivanti (Fka Heat Software Usa, Inc) Jw'S Pipeline Intergrity Services, Llc Ives Training And Compliance G K2 Enterprises Ivy & Ivy Construction Kairos Services, Inc. J & S Electric Kansas City Southern (Box 2193 J Aron Karl Klement Ford J C Tool Company Karnes Electric Cooperative - J M Test Systems, Inc. (Remit) Kay Services J. Aron & Company Kelly,Hart & Hallman Llp J.P. Morgan Ventures Energy Corp Kelsey, John J/T Hydraulics & Service Co., Kennedy, James Monroe Jr. J-A-C Electric Cooperative-Inv Kent County Appraisal District J-A-C Electric-Payables--Post Kepware Technologies Jack County Appraisal District Kerrville Public Utility Board Jack County Generation Facitity Ketchersid, Rowland D Jack County Tax Assessor/Colle Kimbrough Fire Extinguisher Co Jack Of All Trades, Inc. Kimley-Horn And Associates, In Jackson Walker Llp Kimley-Horn And Associates, Inc (Orders) Jacobs Industries, Inc. Kinectrics North America, Inc. Jacobs Mfg, Llc (Gates) King County Tax Assessor/Colle James Wood Collision Center King, Alanna Jo Jamie French Construction Kirby Smith Machinery, Inc Janek & Whitten Construction I Kleen-Air Filter Service And S

-25- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 46 of 66

Kleinfelder Lipan Telephone Co Kleinfelder Central, Inc. (Irving) Lloyd Trailer Company, Llc Knife River Lochridge Priest Inc Knighten Machine & Service (Od Lockton Companies, Llc Knox County Appraisal District Loftin Equipment Company (Irving) Knox Waste Service Lomc Koch Energy Services Lone Star Backhoe & Septic Koch Energy Services, Llc. Lone Star Car Wash & Fast Lube Koenig Engineering, Inc. Lone Star Junk Removal Koflo Corporation Lone Star Transmission, Llc Kopec Overhead Doors Lonesome Pine Equipment (Temple,Tx) Kostiha, Robert L. Lonestar Forklift Krenz & Company, Inc. (Orders) Lonestar Phe Services Ks2 Technologies, Inc. Lonestar Truck Group, Llc. Ksb, Inc. (Parts) Lower Colorado River Authority Ksb, Inc. (Remit) Lower Colorado River Authority Kudelski Security (Fka M & S T Lucky'S Floors Unlimited Kv Power Ludeca L3 Narda-Miteq Luminant Energy La Favorite Industries, Inc Luminant Energy Co Llc Lake Palo Pinto Water Supply C Lydick-Hooks Roofing Company, Inc. Lamar County Electric Cooperat Lyness Construction Lp (Cleburne) Lampasas Central Appraisal Dis Lyntegar Electric Coop Landing Cabling Services M & S Engineering Landscape Supply M K Auto Tinting Langerman Foster Engineering Company M&C Techgroup North America Lapetus Energy Project M&M Control Service, Inc. Lattimore Material - Colorado M.E.N.Water Supply Corporation Law Offices Of Jones & Westrom M.T.S.I.(Microwave Transmissio Lawson'S Landscape & Construct M.W. Smith Equipment, Inc. Dxp Ldr Leadership Llc (Longview Leatherwood Plastics M2 Global Technology, Ltd. Lectrodryer, Llc (C/O Hudson-Rush) Dalla Machvib Services Corporation Lectrodryer, Llc (Plant-Richon Mackay Comm Fka Gardline Comm Ledford Services Macquarie Energy Ledtronics Inc Macro Sensors Legend Bank Madison Co. Tax Assessor/Colle Lemmon, Robert Magee Machine & Manufacturing Leon County Tax Assessor/Colle Mailfinance Leon Isd Maintenance Reseller Corp Leybold Usa, Inc Malouf Engineering Int'L, Inc. Lifting Gear Hire Corp Manning, Jason Lighthouse Services, Inc. Mansfield Limestone County Tax Assessor/ Marabou Midstream Services Lintech International Martin Marietta Lintech International, Llc (Orders) Martin'S Office Supply

-26- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 47 of 66

Marty Green Utilities Metro Wire & Cable Co (Remit) Mason Construction, Ltd. Metro-Repro, Inc (Remit) Massey Pest & Termite Service (Dallas) Metro-Repro, Inc. (Quotes/Po'S) Massey Pest & Termite Services Mica Steelworks, Inc Matheson Gas (Remit) Michels Matheson Trigas (Ft Worth) Micro Motion Maudlin Products Micro Motion (Remit) Maxim Crane Works Lp (Remit) Micro Precision Calibration, I Maxim Crane Works, L.P.(Ft Worth) Orders Micro Precision Calibration, Inc. (Tx) Mccartney, Stephen Micronics Filtration Llc Mcconnell, Brandon Microsoft Corporation (Licensi Mccord Engineering, Inc (Mei) Mid South Contractors Supply, Mccoy'S Building Supply Center Mid-America Dynamics, Inc Mccurley Enterprises, Inc. Midcoast Marketing Mcintire Equipment Company, F. Mid-South Synergy-Inv/Vo/Je Mcintire, F.B., Cranes (Orders) Midway King Custom Detailing Mckinney, City Of (Water) Mid-West Instruments Mclennan Co. Tax Assessor/Coll Midwest Wrecking Co Of Tex Inc Mclennan County Tax Assessor Milam County Tax Assessor/Coll Mclennan County Tax Assessor-R Miles Data Technologies Mcmaster-Carr Supply--Remit (B Mineral Wells B & Pt, Inc Mcmullen County Tax Office Mineral Wells Ice Co Mcnichols Co. (Garland,Tx) Miso Mcnichols Company-Remit Miso Md&A (Lathan Ny) Mitchell, Keith Md&A (Palentine Il) Mitchell1 (Orders) Md&A Parts Division-Fmly Turbo Parts Mitchell1 (Remit) Medical Surgical & Compcare En Mitsubishi Electric (Orders) Medpost Urgent Care-Seguin Mitsubishi Electric Power (Rem Mega Mex, L.P. Mitten Manufacturing, Inc. (Sy Megger - Remit Mk Battery Megger Incorporated (Orders) Mobile Mini (Dallas) Melde, Mark Mobile Thrones, Llc Membrane Services (Montgomery, Monitor Mapboard Systems, Llc Menefee, Robert E (Dec. 1/25/2 Montague Co. Appraisal Distric Mercer Valve Montague Co. Tax Assessor/Coll Mercuria Energy America Inc. Montgomery Co. Tax Assessor/Co Mercuria Energy America Llc Moody Bros., Inc. Merrill Lynch Commodities Moore, Alexander J. Merrill Lynch Commodities, Inc Morgan Am&T / National Electrical Mesa Products, Inc (Remit) Morgan Building Transport Corp Mesa Products, Inc. (Ft Worth) Morgan Stanley Cap Group Mesa Technical Associates, Inc. (Orders) Morgan Stanley Capital Group I Mesa Technical Associates,(Ord Morphisec, Inc. Metal Form Mosier, Lori - Bepc Petty Cash Metro Gate & Mfg. Co., Inc. (P Motion Industries, Inc. (Arlington)

-27- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 48 of 66

Motion Industries, Inc. (Ft Worth) New Venture Leasing Motion Industries, Inc. (Grand Prairie) Newell-Psn Llc (Columbiana,Oh) Motion Industries, Inc. (Remit Newport-Scientific Motor Shop, The Newsound Solutions Mouser Electronics (Remit) Nexans-Amercable Inc. Mouser Electronics, Inc. (Orders) Nextcare Urgent Care Mowing & Sowing Lawn Care Nextera Energy (Fmr Fpl) Mp2 Energy Texas Nextera Energy Marketing Mpw Industrial Water Services, Nextraq Llc Msa Instrument Division Servic Nichols, Danny D Msa Safety Sales, Llc Nitto, Inc. Msc Industrial Supply Co (Remi Njr Energy Services Company Msds Online Nolan Power Group (Rockwall) Mufg Bank Nolan Power Group Llc (Deer Park) Orders Munich Re Trading Llc Nolan Power Group, Llc (Remit) Munters Coproration (A/R) Nooter/Eriksen (Orders) Mustang Special Utility Distri Nooter/Eriksen (Remit) Mycoff, Fry & Prouse Llc Normandy Machine Comanpy, Inc. Myers-Aubrey Company (Remit) Nortex Communications -Payable Nace International Nortex Trading And Marketing Naes Corp (Box 94274) North American Energy Svc (Pay Naes Engineering & Constructio North Houston Pole Line (Po Bo Nalco Company North Texas Land Maintenance Napa Auto Parts-Granbury North Texas Septic Napa Auto Parts-Waco North Texas Tollway Authority Nassau National Cable North Texas Trailers Nat. Gas Pipeline Co. Of America Northern Tool & Equipment Co. (Orders) National Electrical Services, Northstar Energy Solutions, Ll National Energy & Trade Northwest Lineman College National G&T Managers Assoc. Norton Rose Fulbright Us Llp National Inspection Services, Norton Rose Fulbright Us Llp National Renewables Cooperativ Nreca ----Selectre-401K (Wir National Society Of Prof. Engi Nreca - Adm Fees Nationwide Power Nreca - Deferred Comp Plan Navarro Co. Tax Assessor/Colle Nreca (Seminars/Training) Navarro County Electric Cooper Nreca Gr.Ins/Fx Sp-Box/798185 Navarro County Electric Coop-Payables Nreca--Remit (Box 758777) Navarro County Electric-Inv/Vo Ntt Training Navasota Valley Electric-Remit Nvent Ndt International, Inc Nvent Thermal, Llc Neofunds By Neopost O.G. Supply, Inc. Neopost Oberlin Filter Co Nerc (North American Elec Reli Occidental Energy Marketing, Inc New Edge Services ,Llc Occmed Express New Pig Corporation Occu Vax Llc New Supplier Occupational Health Centers

-28- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 49 of 66

Ochoa Co Parsons Office Systems- (See Ctwp) Odessa Pumps & Equipment (Orders) Partsmaster Odessa Pumps & Equipment (Remi Paschal Performance Oes-Na, Llc Pascor Ogburn'S Truck Parts Pascor - Atlantic Corporation (Orders) Oklahoma Actuator Services, Ll Pascor - Pacific Air Switch (Orders) Olameter Patterson Of Bowie Olameter Patton Electric Inc Omega Engineering Inc (Remit) Paul, David H. Inc Omi Crane Systems, Inc. Pc Connection Sales Corp (Orders) Oncor Electric Delivery Pc Connection Sales Corp. (Box Oncor Electric Delivery-910104 Pcb Piezotronics, Inc. (Imi Se Open Systems International Inc Pce Source, Llc Optex Inc Pci - Performance Contracting, Optiv Security Inc (Fna-Fishne Pcore Electric Co (Orders) Formerly Lapp Oracle America, Inc Pctel (Formly Telworx) 25685 Oracle Support Services Pedernales Electric Coop -Paya O'Reilly Auto Parts Peerless Mfg Co Origin Texas Recycling, Llc (S Peerless Mfg Co(Payment) Orshoven, Joe Van Penny Wise Enterprises, Inc. Oslin Nation Co. (Dallas) Penske Truck Leasing Co, Lp Oslin Nation Co. (Remit) Pentex (Fka Cooke County Elec Osmose Utilities Services, Inc (Orders) Perfection Servo Hydraulics Otc Services (Louisville,Oh) Perry Office Plus (Temple) Outdoor World Perry, Donna Overhead Door Co Of Brazos Riv Petroleum Traders Corp Overhead Door Company Of Waco Philipello, Nathan Overhead Garage Door Phoenix Electric Corp - Remit Ovivo Usa, Llc (Detroit, Mi) Phoenix Industrial Services (O Ovivo Usa, Llc (Salt Lake City,Ut) Phoenix Research Industries In Owen, Shawna Pierce Pump Company Inc (Do Not Use) Oxidor Laboratories, Llc Pierce Pump Company, Inc. (Cin Pa Paw'S Pottys Pike Electric (Memphis,Tn) Pace Analytical Services, Inc. Pinnacle Pace Analytical Services, Inc. (Dallas) Pioneer Steel & Pipe Company Pace Analytical Services, Inc. (Ft Worth Pipeline Compliance Specialist, Llc Packaged Systems (Dallas) Pipeline Integrity Resources, Inc. Palmer Contracting Llc Piske, Austin Palo Pinto Co Mun. Water Dist Pitney Bowes Gfs - Orders & Re Palo Pinto County Tax Collecto Plunkett, Griesenbeck & Mimari Palousek Overhead Doors, Inc. Power & Industrial Services Co Paradigm Liaison Services, Llc Power Control Systems Engineering, Inc. Parker (Business Forms) Power Engineers Parker Co. Appraisal District Power Line Systems, Inc. (Madi Parker-Mccrory Mfg Power Services, Inc. Parsons Mcentire Mccleary & Cl Power Storage Solutions (Dalla

-29- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 50 of 66

Powerflow Fluid Systems, Llc. (Orders) R - S Matco, Inc. (Quotes/Orde Powmat Ltd R & A Hauling Precision Detail Quality, Llc. R & D Electronics (Kilgore,Tx) Precision Fitting And Gauge Co. R. W. Miller Plant Petty Cash Precision Fluid Power, Inc. Radian Research, Inc. Precision Hose & Expansion Joi Radwell International Precision Iceblast Corporation Ragan Communications Precision Measurments Railroad Commission Of Texas Premier Technical Services, Inc. (Orders Rain For Rent Premier Truck Group (Remit) Rainbow Energy Mktg Premiere Global Services Ramco Manufacturing Company, Inc. Prestige Document Shredding Rampy, Ty Preuninger, Mike Randal'S Tower Tech Inc Price Asphalt Inc Rapid Belts, Llc. Primary Recruiting Services Rawson, Inc. (Dallas) Prime Cuts Fabrication Rawson, Inc. (Plano) Orders Primoris T&D Services, Llc Ray, Joel And Megan Prism Energy Solutions Rayburn Country Electric--Remi Pritchard, Leroy & Holly Raychem Supply Pro Security Group Ready Refresh By Nestle Proactive Cleaning Solutions Recirculation Technologies, Ll Proactive Work Health Medical Recirculation Technologies, Llc. (Fl) Probate Court Of Denton County Red 8, Llc. Problem Solver, Inc. Red Ball Oxygen (Remit To Only Proenergy Services Llc (Remit) Red Ball Oxygen/Tech Gas Services (Pos) Proenergy Services, Llc (Orders) Red Express Pallet Company Progressive Pumps Corporation Reddy Ice Progressive Water Treatment In Redi-Mix Concrete (Remit) Protec Services Inc. Reeder Distributors (Quotes/Orders) Pumps & Controls Inc (Use 3104 Reeder Distributors - Remit Pumps And Controls Regions Bank Purvis Industries, Inc. (Bridg Regions Bank, N.A. Purvis Industries, Inc.(Paymen Registry Of Probate Court Of D Pyco, Llc. Registry Of The Probate Court Pye-Barker Fire And Safety Reinhart & Associates, Inc. Qa Support Lp Reinhausen Manufacturing Inc. Qei Llc (Formerly Cg Automatio Reladyne Reliability Services Quadient Finance Usa, Inc Relevant Industrial Llc-Remit Qualitrol Company Llc (Chica Relevant Industrial, (Quotes And Orders) Qualitrol Company Llc (Quotes/Orders) Relevant Solutions Llc (Plano,Tx) Orders Quality Uptime Services Relevant Solutions-Remit Qualys Inc. (Remit) Reliability Controls Corporati Quanah Isd Reliant Quanta Inline Devices Rental One (Granbury) Quest Diagnostics Rental One (Colleyville) Quest Software Inc. Republic Services

-30- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 51 of 66

Republic Services Rustic Furniture Warehouse, Ll Republic Services (Remit) Rw Lone Star Security, Llc Republic Title Of Texas Inc Ryan Herco Flow Solutions Res Energy Solutions, Llc Ryan Herco Flow Solutions Rev 1 Power Services, Inc. Ryan Herco Flow Solutions-Grand Prairie Reynolds Company, The (Ft Worth) S & C Electric Company Reynolds Company, The (Remit) Saber Power Services Reynolds Company, The (Waco) Sabre Communications Corporati Rhew, Rudd, Fencing Llc Sabre Industries Towers & Poles (Sioux) Rhino Markers Safety Design, Inc. Rhode Island Division Of Taxat Safety Kleen Corporation Richards Supply Company (Waco) Safety Supply Inc (San Antonio,Tx) Ricoh Usa Inc (Dallas Po Box 650016) Safety-Kleen - Remit Ricoh Usa, Inc (Dallas Po Box Safety-Kleen Corporation Riggs Machine & Welding, Inc. Safeway Oil Recovery Llc-Use 4 Riley Power Inc - Remit Saia Motor Freight Line Ringler Chevrolet, Don (Orders San Antonio Belting & Pulley Rio Grande Electric Cooperativ San Bernard Electric Cooperative, Inc. Riverhawk Company San Miguel Electric Coop, Inc- Rkneal, Inc. (Paducah,Ky) Sanchem, Inc. (Orders) Rmb Consulting & Research, Inc. Sanchem, Inc. (Remit) Rnr Mobile Detail Sandy Creek Energy Associates Robert Half Finance & Accounti Sandy Creek Energy Associates, Robertson Co. Tax Assessor/Col Sandy Creek Energy Project Acc Robinson, Gene D. Sandy Creek Energy Sta Rail Tr Rockbill, Inc. Sandy Creek Services, Llc Rolling Star Trailers Santa Rosa Telephone Coop Roper Pump Company Sardis-Lone Elm Water Supply Rosemount Analytical-Liquid Div (Mn) Saunders, Walsh & Beard Rosemount Inc. (Remit) Saybolt Lp Rosemount, Inc. (Chicago) Saybolt Lp--Remit-844640 Rosemount, Inc. (Measurement D Schaeffer Precision Alignment, Rosen Usa Schmidt Industries Ross, Paden Schneider Electric - Carrolton, Tx Rotork (Carol Stream,Il) Schneider Electric System Usa( Rotork Dallas Inc. (Dallas) Orders Schneider Electric Systems Usa Rowmec Equipment Company Schneider Electric Systems Usa Inc Royal Crest Ranch, Ll Schneider Electric Usa, Inc. ( Royal Switchgear Manufacturing Schneider Electric Usa/Telvent (Houston) Royal Switchgear Manufacturing (Orders) Schweitzer Engineering Laborat Royal Truck Body Schweitzer Engineering Labs Quote-Orders Rudeen, Bobi Schweitzer Engineering-(Se l)--Remit Ruggles-Klingemann, The, Mfg Co, Inc. Sciment Llc Ruhrpumpen, Inc. Screening Systems International, Inc. Rural Friends / Acre Scurry County Tax Assessor/Col Russ, Bryan F Iii Trustee 979 Secretary Of State, Reports Un

-31- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 52 of 66

Segrest & Segrest Sinclair Pipeline Company Sel Engineering Services, Inc. Skyhawk Chemicals, Inc (Housto Sempco Surveying Inc Smelscer Plumbing, Inc. Senergy Petroleum, Llc (Remit Smith, Charles Sensor Link (Ferndale, Wa) Smith, Edward Sensorlink Corporation (C/O Ev Smith) Snider Janitorial Sentry Equipment Corp (Remit) Solarwinds Sentry Equipment Corporation (Orders) Solberg Manufacturing Inc - Re Sequent Energy Management Solberg Manufacturing, Inc. (Orders) Service Pipeline Company Solomon Corporation Servomex Somervell Central Appraisal Di Seton Identification Products- Sos International Seton Identification Products (Orders) South Plains Electric Coop Setpoint Integrated Solutions South Plains Electric Coop - I Setpoint Integrated Solutions (Kilgore,T South Texas Ele Cooperative, I Settle Air Inc. South Texas Elect Coop Seymour, City Of Southeast Power Corp (Melbourn Sharpe Mixers (C/O Datum Equip Southern Services (Lawn Mowing) Sharpe Mixers (Seattle,Wa) Southern States Llc (Po Box 98 Sharyland Utilities, L.P. Southern States, Inc. (Orders) Sharyland Utilities, L.P. Southlake, City Of Shell Energy (Formerly Coral P Southland Electric Supply Shell Energy North America Southwest Electric Co--- Remit Shell Trading Risk Management Southwest Electric Company (Tulsa, Ok) Shermco Industries, Inc. (Box Southwest Energy Shermco Industries, Inc. (Irving,Tx) Southwest Energy Lp Sherwin Williams Co (Cleburne) Southwest Envirotx Shoppa'S Material Handling (Re Southwest Ford Shrieve Chemical Company (Remi Southwest Ford Autogroup (Quotes/Orders) Shrieve Chemical Company (Woodlands) Southwest Maintenance Shuhart Company, Don Southwest Safety (Orders) Houston Siemens Energy Inc (Wendell Nc-Parts) Southwest Texas Electric Coop. Siemens Energy Inc-- Remit Ch1 Southwest Thermal Technology Siemens Energy Inc--Remit Ch10 Southwestern Power Admin--Remi Siemens Energy, Inc (Irving) Mike Furrow Southwestern Power Resources(A Siemens Energy, Inc. (Orlando,Fl) Orders Specialized Products Co Siemens Energy, Inc.(C/Odeloney >69Kv) Specialty Fabrication, Llc. Siemens Industry Power-Dallas Specialty Rescue & Fire Service Siemens Industry, Inc (New Kensington,Pa Spectrum Business (Frmrly Time Siemens Industry, Inc (Remit-P Spectrum Systems Inc Siemens Industry, Inc. (Remit- Spencer Fane Llp Trust Account Siemens Industry, Inc. (Schenectady, Ny) Spl-Southern Petroleum Lab (Da Siemens Industry, Inc. (Wendell,Nc) Spl-Southern Petroleum Lab (Houston) Siemens Industry,Inc.(C/O Deloney <39Kv) Spx Component Group Sigma Consulting And Training Spx Cooling Technologies Simmers Crane Design & Service Spx Cooling Technologies Inc

-32- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 53 of 66

Spx Flow Technology (Remit) Sunbelt Rentals (Box 409211) Atlanta,Ga Spx Flow Us Llc Sunbelt Rentals (Burleson) Spx Flow, Inc. Sunbelt Rentals (Haltom City) Spx Heat Transfer Inc Sunbelt Supply Company (Houston) Spx Process Equipment(Use Spx Flow Sunbelt Supply Company (Longview) Tech) Orders Spx Transformer Solutions Sunbelt Supply Company----Remi Spx Transformer Solutions (Waukesha) Ord Sunsource - Air Dreco (Houston) Squibb Taylor Inc Sunsource (Remit) St John Backhoe Service Sun-Star Electric, Inc. St Joseph Regional Health Cent Surveying And Mapping, Inc (Sam Inc) St. Matthew Lutheran Church Sutter Energy, Llc Standard & Poor'S Swan Analytical Usa Standard Alloys Engineered Ser Swpa Standard Signs, Inc. Swpp Stanley Consultants, Inc. (Aus Sykora Family Ford, Inc. Staples Advantage (Orders) Sykora Truck & Trailer Repair, Statacorp Lp Symmetry Energy Solutions State Comptroller (Box 149357) Syntech Systems, Inc. (Fuelmas Steagall Oil Co Of Texas (Chic System One Holdings, Llc Steagall Oil Co Of Texas Ltd (Orders) System Operations Success International Steelweld Equipment (Use Caseco 29817) T & T Pump Co., Inc. (Fairfax, Stephens County Tax Assessor/C Talley Communications (Remit) Stephenville Trailers & Truck Talley Communications (Tx) Quote/Order Sterling Site Access Solutions Targa Gas Marketing Sterling Talent Solutions Tarpley Services, Llc(Frmly Ta Steve White Tarrant Co. Tax Assessor/Colle Stewart & Stevenson Tarrant Regional Water Distric Stewart & Stevenson (Dallas) Tarrant Regional Water District-Jack Co Sti Cems Services Llc Tas Energy, Inc. (Houston,Tx) Stilwell & Associates Of The U Tas Environmental Services, L. Stoddard Silencers Tate-Jones Inc Stonewall County Appraisal Dis Taylor County Appraisal Distri Stonewall County Tax Assessor/ Taylor Electric Cooperative, I Stormgeo, Inc Teague, Nall & Perkins Inc Stortronics Teague, Nall & Perkins, Inc. Strain Service Co Team Furmanite Structural Integrity Asso (San Team Industrial Services, Inc. Suddenlink Team Industrial Services, Inc. (Longview Suddenlink Team Solutions, Inc. (Waco) Suez (Fka-Water & Power Tech) Team Telecom, Llc (Lexington,Nc) Suez Treatment Solutions Inc Tech Products, Inc. Sullivan Process Controls Llc Techline Inc -674005 Sulzer Pump Services (Us) Inc (Orders) Techline, Inc. (Austin Corporate Office) Sulzer Pumps (Us) Inc. (Portland) Orders Techline, Inc.- Ft Worth (Orders/Quote) Sun Coast Resources, Inc. Technical Diagnostic Services

-33- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 54 of 66

Technical Training Professiona Texas Electric Cooperative (Pole Orders) Techstar Texas Electric Cooperative (Re Techstar Texas Excavation Safety System Techstar (Orders) Texas Express Pipeline Llc Teel Plumbing & Services Texas Gas Assocation Teex Texas Land Services Teex Texas Meter & Device Company (Orders) Tei Construction Services Inc. Texas Meter & Device Company (Remit) Tektronix Calibration Lab Texas Municipal Power Agency-T Telexpress Texas Mutual Ins Co (Wire Only Telmar Network Technology (Council Buffs Texas New Mexico Power Tempco Electric Heater Corpora Texas Overhead Door Company Tempest Telecom Solutions Texas Pest Elimination Service Temple Generation 1 Texas Rope Rescue Temtex Temperature Systems, In Texas Safe And Lock Corporatio Tenaska Marketing Ventures Texas Society Of Cpa'S--Tscpa Tenaska Marketing Ventures (Co Texas Trucks Direct Tenaska Power Serv Texas Valve & Fitting Co.(Use 44146) Terex Services Texas Workforce Commission-Rem Terex Utilities - Remit Texas, Comptroller Of Public A Terex Utilities (Ft Worth) Texas-New Mexico Power Co Terex Utilities (San Antonio) Texoma Foam Insulation Services, Llc Tessco Incorporated (Atlanta,G The Nitsche Group Tessco Technologies Inc. (Orders) The Pitney Bowes Bank Inc (Res Test Equipment Depot The Von Corporation Testex, Inc.(Payment) Therma-Ice Testoil - Purchase Orders Therma-Ice/Enderby Gas, Inc. Testoil-Remit To Thermo Environmental Inst.--Re Tex Blast Thermo Environmental Instruments (Orders Texas A&M Agrilife Extension Service Thermo Environmental Instruments, Llc. Texas A&M University-Inv/Vo/Je Thermo Fluids (Crowley,Tx) Texas Aerial Inspections, Llc Thermometrics Texas Air Handlers (Greenville,Tx) Thielsch Engineering Inc--Remi Texas Airsystems, Llc Thielsch Engineering, Inc. (Crannston,Ri Texas Alloys & Tool Company Thomas & Betts Corp--Remit Texas Board Of Professional En Thompson & Knight Texas Commission On Environmen Threaded Fasteners, Inc. Texas Compression, Llc Throckmorton County Appraisal Texas Custom Trailers, Lp Thyssen Elevator Corporation/Us Elevator Texas Department Of Licensing Thyssenkrupp Elevator Corp (Fo Texas Department Of State Health Service Thyssenkrupp Elevator-Remit-At Texas Dept. Of Licensing & Reg Tinkler, Kevin Texas Electric Cooperative Titan Elevator Service Texas Electric Cooperative (Bill Andrle) Titan Quality Power Services ( Texas Electric Cooperative (Ge-Prolec) Tj/H2B Analytical Services (Lo Texas Electric Cooperative (P.Doherty) Tj-H2B Analytical Services (California)

-34- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 55 of 66

Tmc Industries Inc. Txu Energy-650638-Power (Allbi Tnt Crane & Riggin (Box 301502 Txu Transmission Division--910 Tnt Crane & Rigging, Inc.(Use Ft Worth) U. S. Underwater Services, Llc Tolar Warehouse Ue Compression (Denver) Tomopal, Inc. Ue Compression (Henderson,Co) Orders Top'S Termite & Pest Control Uline Torcup, Inc. Uline- Do Not Use (Dupl) Torvic Technologies Inc Ultimate Tool & Safety Total Gas & Power Ultra Electronics, Energy Total Gas & Power North Americ Unex (Fmly Hytorc) Total Office Solutions Unified Services Of Texas Totalrewards Software Inc Unifirst Holdings - Hewitt, Tx Totelcom Communications, (Coma Union Pacific Railroad Company Town Of Little Elm Unique Systems Trane U.S. Inc. (Ft Worth) United Cooperative Services Trane Us Inc United Cooperative Services Transcat (Houston) Orders United Cooperative Services (B Transcat, Inc United Electronic Recycling, L Transdata, Inc. (Orders) United Rentals #537 (Ft Worth) Transgard Systems, Llc United Rentals #C37 (Denton) Trantech United Rentals (Ardmore) Trench Limited United Rentals (North America) Trench Ltd. (Remit) United Rentals (Weatherford) Trenwa Inc. (Orders) United Rentals North America, Trewa-Scholarships United Rentals Northwest, Inc Tri-City Express Care Dba Fast United Servo Hydraulics, Inc. Tri-County Electric United Site Services - Remit Tri-County Electric Coop-Inv/V United States Plastic Corporation Trillium Valves Usa United States Postal Service Trillium Valves Usa United States Treasury Triniti Consulting Llc United Telephone Co Of Texas-3 Trinity Turbine Technology Lp Univar Usa Inc - Remit Trinity Valley Electric Coop., Univar Usa Inc (Dallas) Triple J Paper & Chemical (Rem Universal Analyzers Inc Triple J Paper & Supply Upright Industrial Group, Llc Ttl, Inc Ups (Remit) Ttl, Inc. Ups Freight Tu Electric - Transm. Access I Ups Supply Chain Solutions, In Turbine Controls & Excitation Utc Utilities Technology Counc Turner Chevrolet, Jim (Mcgrego Vallen (Atlanta,Ga) Turner Transfer (Guy M Tuner, Vallen (Fka-Hagemeyer North America) Twin Eagle Resource Management Valley Solvents & Chemicals (C Twin Eagle Resource Management Valley Solvents & Chemicals (Ft Worth) Tx Hydro Industrial Services ( Valmont Newmark - Remit-91410 Txtag Valmont Newmark (Concrete Pole Orders) Txu Electric-Po Box 100001-Rem Valmont Newmark (Steel Poles Only) Order

-35- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 56 of 66

Valmont Site Pro 1 Warren-Heim Corporation Valmont Site Pro 1 (Hauppauge,Ny) Orders Waste Connections Valmont/Newmark (Remit As Of 1 Waste Management Valve Systems, Inc. Waste Management (Dallas) Vanremmen, Travis J. Watson And Son, Inc. Vardata Wayne Enterprises,Inc Varidesk, Llc Wc Of Texas-Dallas 200506 Vector Cag Weatherford Truck Equipment Vector Controls Llc Weatherford, City Of-Inv/Vo/Je Vector Sales Inc. Weir Minerals North America (Orders) Veex Inc. Weir Slurry Group, Inc.-Remit Venture Industrial Productions (Vip) Wells Fargo Bank (Corp Trust) Veolia Environmental Services (Orders) Wells Fargo Bank, N.A. Veriforce Wells Fargo Bank, National Ass Verizon Wireless (660108) Wells Fargo Commodities Versacor (Pest Control) Southl Wells Fargo Commodities(Odysse Versalift Southwest Llc Wesco Distribution, Inc - 1751 Vertex Inc (New Remit)(2/1/12) Wesco Distribution, Inc(Lafayette) Order Vibra Screw, Inc. Wesco Distribution, Inc. (Box Victaulic Bermad Technologies West Texas Utilities -13564 (2 Vinson Process Controls (Quotes/Orders) West Wise Special Utility Dist Vinson Process Controls Co - R Westair Gases & Equipment (Pas Vision Service Plan Westair Gases & Equipment Inc (Springtow Vista Com (Houston) Western Management Group Vitol Inc. Westrentals Vitol Inc. Wfec Vivax-Metrotech White Outdoor Services Vmware Inc Whitley Steel Building Supply Volta Whitlock Instrument Voom, Llc Whitney Isd W & M Environmental Group, Llc Wildcat Cranes, Inc. (Ft Worth,Tx) Waco Tribune-Herald (Orders) Williams Truck N' Tractor Serv Waco Warehouse Williamson Co. Tax Assessor/Co Waco, City Of-A/P (Water) Willis Towers Watson Us Llc Wagner-Smith Company (Dayton,Oh) Wilmore Electronics Company, I Wagner-Smith Equipment Co. -R Wilson Company (Haltom City) Wales Industrial Service, Inc. Wilson County Tax Assessor/Col Walker & Associates Inc--Remit Wind Energy Transmission Texas Walker & Associates, Inc. (Quotes) Window Genie Of Waco Walker County Appraisal Distri Windstream Communications (Cab Waller, Chris Windstream Communications Sw-9 Walnut Creek Special Utility D Windstream Communications-9001 Wal-Tech Valve (Mobile,Al) Windy City Wire Walton, Bonnie Winncom Technologies Corp (Rem Wann'S Mickey Water Refining S Winncom Technologies Corp. (Solon,Oh) Ware'S Giant Tire Service Wise County Tax Assessor/Colle

-36- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 57 of 66

Wise County Title (Wire) Wise County Title Company Wise Electric Cooperative-Inv/ Wise/Chem Safe Pest Control (G Womack Machine Supply (Farmers Branch) Womack Machine Supply Co Womack Machine Supply Co Wood County Electric Cooperati Woods & Poole Economics Inc Worsham-Steed Gas Storage Worsham-Steed Gas Storage, Lp Wright Express/ Fleet Fueling Wright Line Wtu Retail Energy Wtu Retail Energy---21588 Ww Electronics Inc (Do Not Use) Ww Electronics Solutions (Quin Xpo Logistics-Formerly Con-Way Xylem Inc (Remit) Yellowhouse Machinery Co. Yokogawa Corp Of America/Techstar Yokogawa Corp.Of America---Rem York Sciencific Inc York, Daniel And Sandra Young Company, R M Young County Appraisal Distric Zarky Development, Llc Zemar Inc Zephyr Environmental Corporation Zoho Corporation Zoll Medical Corporation

-37- Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 58 of 66

March 6, 2021

Mr. Louis R. Strubeck, Jr. Co-head Financial Restructuring and Insolvency 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201, United States

Proposal for Investment Banking & Litigation Support Services

Dear Mr. Strubeck:

It is our pleasure to provide this letter as requested to serve as our proposal for Collet & Associates, LLC (“CA”) to provide certain investment banking and litigation support for our participation as an investment banker and consulting expert witness to Norton Rose Fulbright US LLP (“NRF”) on behalf of Brazos Electric Power Cooperative, Inc. (“Brazos”) with regard to its bankruptcy proceeding and related financial restructuring, litigation support including anticipated litigation, participation in associated legal proceedings, and related issues regarding Brazos matters.

As we understand the situation, NRF is the proposed counsel for the debtor and debtor in possession and is leading the bankruptcy reorganization of Brazos. As we understand our role, NRF desires our assistance with respect to certain investment banking matters, including in developing and supporting financial, valuation and restructuring analysis and potentially presenting work product, which may include testimony, throughout the various legal proceedings and assisting NRF in the development of financial strategies to support the bankruptcy reorganization and ultimate exit from bankruptcy for Brazos.

Our general approach to the engagement would be to utilize our extensive experience with the electric cooperative industry, financing of cooperative utility plants, valuation of electric cooperative assets and operations, acquisition transactions, power supply contracts, and debt instruments to provide general investment banking expertise to NRF in support of the bankruptcy proceeding regarding Brazos. CA will research and provide background, analysis and work product on historical precedents and/or transactions specifically focusing on issues which may be identified through the various proceedings, negotiations with lenders and other parties, the industry standard usage of valuation techniques as may be required from time to time. Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 59 of 66

Mr. Louis R. Strubeck, Jr. Co-head Financial Restructuring and Insolvency Norton Rose Fulbright US LLP Page 2

Proposed Scope of Work

CA will work under the direction of NRF and will report directly to NRF and, to the extent instructed, keep Brazos informed of our work product and keep open lines of communication with Brazos. CA will undertake only projects agreed to and authorized by NRF. At this time, CA has been requested to provide analysis to NRF regarding certain issues which may be required to obtain Debtor-In-Possession (DIP) financing including valuation analysis and potential testimony thereto, and we stand ready to expand the scope of our consulting services to include additional work at NRF’s direction.

For general litigation support services and specifically valuation services, CA would use its long-standing experience in financial matters for the electric cooperative industry. Although at this time CA is not expected to be called as a witness at trial in relation to anticipated litigation, CA will be available to testify if necessary. The services CA will be available to provide in its role as a consulting expert, and as a testifying expert should expectations change and the need arise, include: • Performing analysis of, developing, or refining financial models with regard to reorganization, financial metrics, lender considerations, and the general fairness and reasonableness of restructuring terms customary in the industry. • Providing valuation services regarding some or all of the Brazos utility plant assets to support the collateral requirements of DIP or other financing objectives. • Providing reports or testimony summarizing the various techniques and resulting valuation results utilized in the electric utility industry. • Providing reports and determination of the appropriateness of the financial models within the bankruptcy reorganization context. • Assisting in the development and analysis of legal and financial strategies as requested to respond to other parties’ positions and / or testimony. • Assisting, as and when requested, with the negotiation of terms and agreements with parties to the various proceedings which may include Brazos’ member cooperatives, lenders, and other counterparties. • Developing a memorandum or similar report to potentially be used in the preparation of CA’s testimony, if necessary. • CA will also be available for testimony as an expert witness, if necessary.

NRF may request CA to perform analysis and provide recommendations regarding other topics from time to time under this engagement letter. If there becomes a need for a specific project which fits a transaction services model for scope of work and compensation arrangements, CA may be requested to develop a specific proposal for those services. This agreement does not obligate Brazos, NRF or CA to engage CA for such future transaction services if and when they develop. Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 60 of 66

Mr. Louis R. Strubeck, Jr. Co-head Financial Restructuring and Insolvency Norton Rose Fulbright US LLP Page 3

NRF will provide or will coordinate the provision of all information necessary for CA to form complete, accurate, and thorough analysis in this matter. CA agrees to advise NRF of any additional information it may need.

Engagement Terms

CA proposes to assist NRF on behalf of Brazos in this engagement on a time and materials basis with professional and litigation support fees, referred to as General Advisory Fees. Hourly General Advisory Fees would be billed on a monthly basis. General Advisory Fees would be compensated at CA’s standard hourly rates for Litigation Support Services, attached as Appendix A. Fees to be paid to CA are not contingent upon CA forming any particular opinion, conclusion, or analyses.

In addition to General Advisory Fees, CA would bill monthly for out-of-pocket expenses at our actual cost. Out-of-pocket expenses would be pre-approved by NRF on behalf of Brazos and include items such as travel, accommodations, information retrieved from third party sources, and external production costs for presentation materials. Out-of-pocket expenses are in addition to General Advisory Fees.

Other Terms

All communications between CA and NRF in this matter shall be regarded as confidential and made solely for the purposes of assisting NRF in giving financial and restructuring advice to Brazos. During and after the period of CA’s engagement pursuant to this agreement, CA will not disclose any privileged or confidential information or work product to any person or entity to whom disclosure has not been authorized by NRF. Nothing in this agreement, however, shall be construed as prohibiting any disclosure required by valid bankruptcy court order.

Either NRF on behalf of Brazos or CA may terminate this engagement on thirty days written notice. Upon termination by either party, all outstanding billings are immediately payable, subject to any requirements under the Bankruptcy Code or relevant bankruptcy court order.

CA will use its best efforts to perform the engagement contemplated herein. Our standard engagement terms include the receipt by our firm of our standard indemnification letter, which is attached hereto and which contains language previously used with Brazos.

In closing, let me again thank you for the opportunity to provide this proposal for our services. Please let me know if there are any questions that we can answer regarding this letter or our proposed services. If the terms of this letter meet with your approval, please sign in the space indicated and retain one copy for your files. Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 61 of 66

Mr. Louis R. Strubeck, Jr. Co-head Financial Restructuring and Insolvency Norton Rose Fulbright US LLP Page 4

Very truly yours,

William A. Collet

AGREED:

By: s/ Louis R. Strubeck, Jr. Louis R. Strubeck, Jr. Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 62 of 66

APPENDIX A

Collet & Associates, LLC

Litigation Support Billing Rates

Project Manager $ 600.00

Associate $ 450.00

Analyst $ 262.00

Production $ 135.00

Travel Time $ 150.00

Collet & Associates, LLC Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 63 of 66

March 6, 2021

Mr. Louis R. Strubeck, Jr. Co-head Financial Restructuring and Insolvency 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201, United States

Re: Terms and Conditions of Engagement by Norton Rose Fulbright US LLP (the “Firm”) as Counsel for the Debtor and Debtor in Possession, Brazos Electric Power Cooperative, Inc. (“Brazos Electric” or the “Debtor”)

Dear Mr. Strubeck:

This letter agreement (the “Agreement”) is given to you in connection with and in addition to the engagement (the “Engagement”) entered into contemporaneously herewith by the Firm on behalf of Brazos Electric. In addition to the terms outlined in the Engagement, Brazos Electric and Collet & Associates, LLC (“CA”) hereby agree as follows:

Indemnification

Brazos Electric will indemnify, defend, and hold harmless CA and its affiliates, and its respective directors, officers, and agents (each an “Indemnified Party,” collectively, the “Indemnified Parties”), to the full extent lawful, from and against any losses, claims, damages or liabilities (or actions, including stockholder actions, in respect thereof) related to or arising out of the Engagement or its role in connection with the Engagement, except as limited herein.

Brazos Electric will reimburse any Indemnified Party for all expenses (including professional fees and expenses) as they are incurred in connection with pending or threatened litigation to which the Indemnified Party is a party or threatened to be made a party, except as limited herein.

Brazos Electric will not, however, be responsible to pay any Indemnified Party for any claims, liabilities, losses, damages or expenses that are finally judicially determined to have resulted primarily from an Indemnified Party’s gross negligence, willful misconduct, or breach of the Engagement.

Collet & Associates, LLC Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 64 of 66

No Indemnified Party will have any liability to Brazos Electric for or in connection with the Engagement except for damages Brazos Electric incurs that result primarily from CA’s gross negligence, willful misconduct, or breach of the Engagement.

This Agreement will be in addition to any rights that any Indemnified Party may have at common law or otherwise, including but not limited to, any right to contribution.

Neither Brazos Electric nor any Indemnified Party may settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which an Indemnified Party may seek or has sought indemnification under this Agreement without the prior written consent of the other, unless the settlement, compromise or consent (i) includes an unconditional release of Brazos Electric or all Indemnified Parties, respectively, from all liability arising out of the claim, action or proceeding and (ii) does not include a statement or admission of fault, culpability or failure to act or any other admission against interest by or on behalf of Brazos Electric or any Indemnified Party, respectively. This paragraph does not apply to any Indemnified Party if Brazos Electric has declined to assume the defense of the claim, action or proceeding as set forth below.

An Indemnified Party will promptly notify Brazos Electric in writing of any claim or action made against the Indemnified Party. The failure to notify Brazos Electric will not relieve Brazos Electric of any liability to the Indemnified Party except to the extent the failure to notify directly prejudices Brazos Electric’s ability to defend the claim. Upon receipt of notice, Brazos Electric may participate in the defense of the claim, or Brazos Electric may assume defense of the claim by providing prompt, written notice to the Indemnified Party. If Brazos Electric assumes the defense, Brazos Electric shall consult with the Indemnified Party to select mutually satisfactory counsel. The Indemnified Party or Parties may engage counsel of their own choosing at Brazos Electric’s expense, (i) if Brazos Electric fails to engage mutually satisfactory counsel within a reasonable time after notice of the claim, (ii) if an Indemnified Party reasonably concludes that a conflict may arise between the Indemnified Party and Brazos Electric in defense of the claim by a single counsel, or (iii) with respect to any allegation in any action that an Indemnified Party is not entitled to indemnity hereunder (unless it is finally determined that the Indemnified Party is not entitled to indemnity). In any event, Brazos Electric will not be liable for more than one separate counsel representing the Indemnified Parties of which counsel Brazos Electric has the right to approve. Except as set forth above, if Brazos Electric defends the claim with mutually satisfactory counsel, Brazos Electric will not be liable to the Indemnified Party for any legal fees and related expenses subsequently incurred by the Indemnified Party in connection with its defense.

Reimbursement of Other Legal Fees. Brazos Electric will reimburse CA for any legal or other expenses that CA reasonably incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings arising in any manner out of or in connection with the Engagement.

Collet & Associates, LLC

Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 65 of 66

Exchange and Use of Information; Confidentiality; Privacy Policy

In connection with the Engagement, Brazos Electric will furnish CA with all information concerning Brazos Electric and the business that CA reasonably deems appropriate and will provide CA with access to Brazos Electric’s officers, directors, employees, accountants, counsel and its other representatives and the business (collectively, our “Representatives”). Information concerning Brazos Electric that it provides will be complete and accurate and not misleading in any material respect. CA will be entitled to rely upon the information supplied by Brazos Electric and its Representatives as well as upon publicly available information contained in Brazos Electric’s securities and regulatory filings, if any, to the extent applicable in each case without assuming any responsibility for independent investigation or verification thereof. Brazos Electric will continue to advise CA of any material developments or matters relating to the Engagement that occur during the Engagement.

CA will use all non-public information concerning Brazos Electric and its Representatives given to CA by the Firm or Brazos Electric or its Representatives in connection with the Engagement only in the course of the performance of the Engagement and will treat the information confidentially for so long as it remains non-public unless the Firm and Brazos Electric otherwise consent.

CA will provide the Firm the output of CA’s work and analysis, but the formulas and computer code will remain CA’s property. CA has no on-going obligation to update any analysis after completion or termination of the Engagement, and Brazos Electric may not rely upon any such analysis other than in connection with the Engagement without CA’s prior written consent.

Brazos Electric understands that CA’s information privacy policy prohibits any distribution of information obtained from the Firm or Brazos Electric except for the informational and transaction purposes for which it was obtained.

Amendment; Governing Law; Consent to Jurisdiction. This letter agreement may only be modified by a written agreement executed by all parties that references this letter. This letter agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to principles of conflicts of laws. So long as Brazos Electric’s bankruptcy case is pending, CA hereby consents to the exclusive personal jurisdiction and venue in the Bankruptcy Court where Brazos Electric’s chapter 11 bankruptcy case is pending.

Jury Trial Waiver. Brazos Electric and CA hereby waives all right to a trial by jury in any proceeding or claim arising out of this agreement or the Engagement.

Additional Engagements; Survival of Terms and Conditions. Brazos Electric acknowledges that CA may also be engaged to act in one or more additional capacities or in other matters, and the terms of the Engagement or the additional engagement may be modified in one or more separate written agreements. This indemnification will apply to

Collet & Associates, LLC

Case 21-30725 Document 346 Filed in TXSB on 03/31/21 Page 66 of 66

the Engagement, any additional engagement, and any modification of either, and will survive the completion or termination of the Engagement or additional engagements.

Very truly yours,

By: __s/ Louis R. Strubeck, Jr Louis R. Strubeck, Jr., Proposed Counsel for Debtor and Debtor in Possession On Behalf of Brazos Electric Power Cooperative, Inc.

ACCEPTED AND AGREED as of the date first above written:

COLLET & ASSOCIATES, LLC

By: ______William A. Collet

Collet & Associates, LLC

Case 21-30725 Document 346-1 Filed in TXSB on 03/31/21 Page 1 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § CASE NO. 21-30725 (DRJ) BRAZOS ELECTRIC POWER § COOPERATIVE, INC., § Chapter 11 § Debtor. 1 §

ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLLET & ASSOCIATES LLC INVESTMENT BANKER, EFFECTIVES AS OF MARCH 6, 2021, (II) WAIVING CERTAIN TIME KEEPING REQUIREMENTS, AND (III) GRANTING RELATED RELIEF [Relates to Dkt. No. ___]

Upon consideration of the application (the “Application”)2 of the above-captioned debtor

and debtor in possession (the “Debtor”) for entry of an order (this “Order”) (i) authorizing and

approving the employment and retention of Collet & Associates LLC (“Collet & Associates”) to

serve as an investment banker to the Debtor, effective as of March 6, 2021; (ii) approving the

terms of the indemnification, contribution, reimbursement, and related provisions set forth in the

Indemnification Letter; (iii) approving the modification of compliance with certain requirements

regarding time entry detail; and (iv) granting related relief pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”), as more fully set forth in the

Application; and upon the Collet Declaration; and this Court having jurisdiction over this matter

pursuant to 28 U.S.C. § 1334; and this Court having found that this is a core proceeding pursuant

to 28 U.S.C. § 157(b)(2); and this Court having found that it may enter a final order consistent

with Article III of the United States Constitution; and this Court having found that venue of this

proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409;

1 The Debtor in this chapter 11 case, along with the last four digits of its federal tax identification number is: Brazos Electric Power Cooperative, Inc. (4729). Additional information regarding this case may be obtained on the website of the Debtor’s claims and noticing agent at http://cases.stretto.com/Brazos. The Debtor’s address is 7616 Bagby Avenue, Waco, TX 76712. 2 Capitalized terms used and not defined herein have the meanings ascribed to them in the Application. Case 21-30725 Document 346-1 Filed in TXSB on 03/31/21 Page 2 of 5

and this Court having found that the relief requested in the Application is in the best interests of the Debtor’s estate, its creditors, and other parties in interest; and this Court having found that the Debtor’s notice of the Application and opportunity for a hearing on the Application were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Application; and this Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. In accordance with sections 327(a) and 328(a) of the Bankruptcy Code,

Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, the Debtor is authorized to retain Collet & Associates as its investment banker, effective as of March 9, 2021, under the terms and conditions set forth in the Engagement Letter and the Indemnification Letter, as modified by this Order.

2. Except to the extent set forth herein, all of Collet& Associates’ compensation as set forth in the Engagement Letter, including the expense reimbursement, indemnification, and related obligations in the Engagement Letter and Indemnification Letter shall be subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to any other standard of review including, but not limited to, that set forth in section 330 of the Bankruptcy Code, except by the United States Trustee for the Southern

District of Texas (the “U.S. Trustee”).

3. The Debtor shall be bound by the indemnification, contribution, reimbursement, exculpation and other provisions of the Indemnification Letter and will indemnify and hold

-2- Case 21-30725 Document 346-1 Filed in TXSB on 03/31/21 Page 3 of 5

harmless Collet & Associates pursuant to the Engagement Letter, subject, during the pendency of this chapter 11 case, to the following:

a. No Indemnified Person shall be entitled to indemnification, contribution or reimbursement pursuant to the Indemnification Letter for services, unless such services and the indemnification, contribution or reimbursement therefor are approved by the Court;

b. The Debtor shall have no obligation to indemnify any Indemnified Person, or provide contribution or reimbursement to any Indemnified Person, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from such Indemnified Person gross negligence, fraud, willful misconduct, breach of fiduciary duty, if any, bad faith or self-dealing; (ii) for a contractual dispute in which the Debtor alleges the breach of Collet & Associates’ contractual obligations, unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by this Court, after notice and a hearing, to be a claim or expense for which such Indemnified Person should not receive indemnity, contribution or reimbursement under the terms of the Indemnification Letter as modified by this Order; and

c. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing this chapter 11 case, any Indemnified Person believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor’s indemnification, contribution and/or reimbursement obligations under the Indemnification Letter (as modified by this Order), including, without limitation, the advancement of defense costs, Collet & Associates must file an application therefor in this Court, and the Debtor may not pay any such amounts before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Collet & Associates and the other Indemnified Persons for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtor’s obligation to indemnify the Indemnified Persons. All parties in interest shall retain the right to object to any demand by any Indemnified Person for indemnification, contribution or reimbursement.

4. Notwithstanding anything to the contrary in this Order, the U.S. Trustee and the

Court shall retain the right and be entitled to object to Collet’s fees and expenses in this case based on the reasonableness standard provided for in section 330 of the Bankruptcy Code, and this Order shall not prejudice or otherwise affect the rights of the U.S. Trustee or the Court to

-3- Case 21-30725 Document 346-1 Filed in TXSB on 03/31/21 Page 4 of 5

challenge the reasonableness of Collet & Associates’ compensation and reimbursement requests in this case under Bankruptcy Code sections 330 and 331. Accordingly, nothing in this Order or the record shall constitute a finding of fact or conclusion of law binding the U.S. Trustee or the

Court on appeal or otherwise, with respect to the reasonableness of Collet’s compensation and reimbursement requests in this case.

5. Collet & Associates shall file monthly fee statements and interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with sections 330 and 331 of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. Collet & Associates is hereby authorized to keep reasonably detailed time records in fifteen minute (0.25) increments, and shall not be required to keep time records on a “project category” basis or conform to any schedules of hourly rates, and will submit, with any interim or final fee application, together with the time records, a narrative summary of services rendered and will identify each professional rendering services and the total amount of compensation requested by

Collet.

6. Collet & Associates will review its files periodically during the pendency of this chapter 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Collet & Associates will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

7. Collet & Associates shall use reasonable efforts and will coordinate with the

Debtor and its other retained professionals, not to duplicate any of the services provided to the

Debtor by any of its other retained professionals.

-4- Case 21-30725 Document 346-1 Filed in TXSB on 03/31/21 Page 5 of 5

8. Notwithstanding the Application, Engagement Letter, or the Indemnification

Letter, to the extent the Debtor wishes to expand the scope of Collet’s services beyond those services set forth in the Application, Engagement Letter, or Indemnification Letter, the Debtor shall be required to seek further approval from this Court.

9. Notwithstanding anything in the Application, the Collet Declaration, or the

Engagement Letter to the contrary, Collet & Associates shall (i) to the extent that Collet &

Associates uses the services of independent contractors or subcontractors (collectively, the

“Contractors”) in this case, Collet & Associates shall pass-through the cost of such Contractors to the Debtor at the same rate that Collet & Associates pays the Contractors, (ii) seek reimbursement for actual costs only, (iii) ensure that the Contractors are subject to the same conflict checks as required for Collet & Associates, and (iv) file with the Court such disclosures required by Bankruptcy Rule 2014.

10. To the extent that there is any inconsistency between the terms of the Application, the Collet Declaration, the Engagement Letter, and this Retention Order, the terms of this

Retention Order shall govern.

11. Notice of the Application satisfies the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice.

12. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be immediately effective and enforceable upon its entry

13. The Debtor is authorized to take all action necessary to effectuate the relief granted in this Order.

14. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

-5-