In the United States Bankruptcy Court for the District of Delaware

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 1 of 66

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al.,1 ) Case No. 19-11626 (KG) ) Debtors. ) (Jointly Administered) )

DECLARATION OF STEVEN N. SERAJEDDINI IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Steven N. Serajeddini, being duly sworn, state the following under penalty of perjury:

1. I am a partner of the law firm of Kirkland & Ellis LLP (“Kirkland”), located at

601 Lexington Avenue, New York, New York 10022. I am a member in good standing of the Bar of the State of New York and the Bar of the State of Illinois, and I have been admitted pro hac vice to practice in the United States Bankruptcy Court for the District of Delaware. There are no disciplinary proceedings pending against me.

2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and

Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 2 of 66

Effective Nunc Pro Tunc to the Petition Date (the “Application”).2 Except as otherwise noted,

I have personal knowledge of the matters set forth herein.

Kirkland’s Qualifications

4. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and business reorganizations under chapter 11 of the Bankruptcy Code.

5. Kirkland has been actively involved in major chapter 11 cases and has represented debtors in many cases, including, among others: In re Z Gallerie, LLC, No. 19-10488 (LSS)

(Bankr. D. Del. April 9, 2019); In re Things Remembered, Inc., No. 19-10234 (Bankr. D. Del.

Mar. 5, 2019); In re ATD Corp., No. 18-12221 (KJC) (Bankr. D. Del. Nov. 1, 2018); In re VER

Technologies Holdco LLC, No. 18-10834 (KG) (Bankr. D. Del. May 22, 2018); In re EV Energy

Partners, L.P., No. 18-10814 (CSS) (Bankr. D. Del. May 7, 2018); In re Hollander Sleep Products,

LLC, No. 19-11608 (MEW) (Bankr. S.D.N.Y. July 3, 2019); In re Vanguard Natural Resources,

Inc., No. 19-31786 (DRJ) (Bankr. S.D. Tex. May 14, 2019); In re Jones Energy, Inc.,

No. 19-32112 (DRJ) (Bankr. S.D. Tex. May 6, 2019); In re Windstream Holdings, Inc.,

No. 19-22312 (RDD) (Bankr. S.D.N.Y. April 22, 2019); In re Fullbeauty Brands Holdings Corp.,

No. 19-22185 (RDD) (Bankr. S.D.N.Y. Mar. 8, 2019); In re Specialty Retail Shops Holding Corp.

No. 19-80064 (TLS) (Bankr. D. Neb. Jan. 25, 2019); In re Parker Drilling Co., No. 18-36958 (MI)

(Bankr. S.D. Tex. Jan. 15, 2019); In re Gastar Exploration Inc., No. 18-36057 (MI) (Bankr. S.D.

Tex. Dec. 20, 2018); In re Aegean Marine Petroleum Network, Inc., No. 18-13374 (MEW) (Bankr.

S.D.N.Y. Dec. 14, 2018); In re Mission Coal Co., LLC, No. 18-04177 (TOM) (Bankr. N. D. Ala.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 2

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 3 of 66

Nov. 28, 2018); In re Westmoreland Coal Co., No. 18-35672 (DRJ) (Bankr. S.D. Tex. Nov. 14,

2018); In re Nine West Holdings, Inc., No. 18-10947 (SCC) (Bankr. S.D.N.Y. Jun. 29, 2018); In re Toys “R” Us Property Co. I, LLC, No. 18-31429 (KLP) (Bankr. E.D. Va. Jun. 28, 2018).3

6. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland has become familiar with the Debtors’ business and many of the potential legal issues that may arise in the context of these chapter 11 cases. I believe that Kirkland is both well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner.

Services to Be Provided

7. Subject to further order of the Court and that certain engagement letter dated

June 26, 2019 (the “Engagement Letter”), a copy of which is attached as Exhibit 1 to Exhibit A to the Application, the Debtors retained Kirkland to render, without limitation, the following legal services:

a. advising the Debtors with respect to its powers and duties as debtor in possession in the continued management and operation of its business and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;

3 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. Copies of these orders are available upon request to Kirkland. 3

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 4 of 66

e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;

f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;

i. advising the Debtors regarding tax matters;

j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

Professional Compensation

8. Kirkland intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the Court’s approval and in compliance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. The hourly rates and corresponding rate structure Kirkland will use in these chapter 11 cases are the same as the hourly rates and corresponding rate structure that Kirkland uses in other debtor representations, and are comparable to the hourly rates and corresponding rate structure that Kirkland uses for complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required.

These rates and the rate structure reflect that such restructuring and other complex matters

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 5 of 66

typically are national in scope and involve great complexity, high stakes, and severe time pressures.

9. Kirkland operates in a national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

10. Kirkland’s current hourly rates for matters related to these chapter 11 cases range as follows:4

Billing Category5 U.S. Range Partners $1,025-$1,795 Of Counsel $595-$1,705 Associates $595-$1,125 Paraprofessionals $235-$460

11. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly for the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions.6

4 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein. While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update the ranges for such circumstances.

5 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.

6 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed 5

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 6 of 66

12. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client’s case that would not have been incurred except for representation of that particular client. It is also Kirkland’s policy to charge its clients only the amount actually incurred by Kirkland in connection with such items.

Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

13. To ensure compliance with all applicable deadlines in these chapter 11 cases,

Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these services pursuant to the Engagement Letter between Kirkland and the Debtors, which permits Kirkland to bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition,

Kirkland professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices.

14. Kirkland currently charges the Debtors $0.16 per page for standard duplication in its offices in the United States. Notwithstanding the foregoing and consistent with the Local

Bankruptcy Rules, Kirkland will charge no more than $0.10 per page for standard duplication services in these chapter 11 cases. Kirkland does not charge its clients for incoming facsimile transmissions. Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal research. Computer-assisted legal research is used whenever the researcher determines that using

Westlaw is more cost effective than using traditional (non-computer assisted legal research) techniques.

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in the Order, Kirkland will provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file such notice with the Court. 6

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 7 of 66

Compensation Received by Kirkland from the Debtors

15. Per the terms of the Engagement Letter, on June 21, 2019, the Debtors paid

$800,000 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance payment retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and Dowling v.

Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the Debtors paid to Kirkland additional advance payment retainer totaling $4,600,000 in the aggregate. As stated in the Engagement Letter, any advance payment retainer is earned by Kirkland upon receipt, any advance payment retainer becomes the property of Kirkland upon receipt, the Debtors no longer have a property interest in any advance payment retainer upon Kirkland’s receipt, any advance payment retainer will be placed in Kirkland’s general account and will not be held in a client trust account, and the Debtors will not earn any interest on any advance payment retainer.7 A chart identifying the statements setting forth the professional services provided by Kirkland to the

Debtors and the expenses incurred by Kirkland in connection therewith, as well as the advance payment retainer transferred by the Debtors to Kirkland, prior to the Petition Date is set forth below.

16. During the 90-day period before the Petition Date, the Debtors paid advance payment retainer in the following amounts to Kirkland:

7 The Engagement Letter permits Kirkland to retain any prepetition advance payment retainer held by Kirkland as of the Petition Date rather than applying such prepetition advance payment retainer to pay postpetition fees and expenses. In light of the facts and circumstances of these chapter 11 cases, Kirkland will retain any prepetition advance payment retainer held by Kirkland as of the Petition Date and will not apply any such amounts to postpetition fees and expenses.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 8 of 66

Amount of Amount of Amount of Resulting Fees and Advance Advance Type of Advance Date Expenses Payment Payment Transaction Payment Retainer Listed on Retainer Retainer Following Statement Requested Received Initial Request for 6/21/2019 $800,000.00 $320,615.768 Advance Payment Retainer Receipt of Initial Advance 6/24/2019 $800,000.00 $1,120,615.76 Payment Retainer Additional Advance 6/27/2019 $1,200,000.00 $1,120,615.76 Payment Retainer Receipt of Additional 6/28/2019 $1,200,000.00 $2,320,615.76 Advance Payment Retainer Additional 7/2/2019 $1,250,000.00 $2,320,615.76 Advance Payment Retainer Statement of Fees and 7/2/2019 $781,542.89 $1,539,072.87 Expenses Receipt of Additional 7/8/2019 $1,250,000.00 $2,789,072.87 Advance Payment Retainer Additional 7/11/2019 $900,000.00 $2,789,072.87 Advance Payment Retainer Receipt of Additional 7/11/2019 $900,000.00 $3,689,072.87 Advance Payment Retainer Additional Advance 7/16/2019 $1,250,000.00 $3,689,072.87 Payment Retainer Receipt of Additional 7/18/2019 $1,250,000.00 $4,939,072.87 Advance Payment Retainer

17. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal services rendered before the Petition Date. Although certain expenses and fees may have been incurred, but not yet applied to Kirkland’s advance payment retainer, Kirkland’s total advance payment retainer always exceeded any amounts listed or to be listed on statements describing services rendered and expenses incurred (on a “rates times hours” and “dates of expenses incurred” basis) prior to the Petition Date.

18. Pursuant to Bankruptcy Rule 2016(b), Kirkland has not shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with

8 Before this funding of the advance payment retainer, Kirkland held $320,615.76 remaining in advance payment retainers from its previous engagement on behalf of the Debtors. 8

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 9 of 66

the partners, associates, and contract attorneys associated with Kirkland or (b) any compensation another person or party has received or may receive.

Statement Regarding U.S. Trustee Guidelines

19. Kirkland shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective As of November 1, 2013 (the “Revised UST

Guidelines”), both in connection with this application and the interim and final fee applications to be filed by Kirkland in these chapter 11 cases.

Attorney Statement Pursuant to Revised UST Guidelines

20. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines:

a. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland’s standard billing arrangements for this engagement?

Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland’s standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals.

b. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors’ chapter 11 cases?

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 10 of 66

Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.

c. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Answer: Kirkland’s current hourly rates for services rendered on behalf of the Debtors starting on and after January 1, 2019 range as follows:9

Billing Category U.S. Range Partners $1,025-$1,795 Of Counsel $595-$1,705 Associates $595-$1,125 Paraprofessionals $235-$460

The rates for 2018 were as follows:

Billing Category U.S. Range Partners $965-$1,795 Of Counsel $575-$1,795 Associates $575-$1,065 Paraprofessionals $220-$440

Kirkland represented the Debtors during the twelve-month period before the Petition Date, using the hourly rates listed above.

d. Question: Have the Debtors approved Kirkland’s budget and staffing plan, and, if so, for what budget period?

Answer: Yes, for the period from July 21, 2019, through October 31, 2019.

9 While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update the ranges for such circumstances. 10

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 11 of 66

Kirkland’s Disinterestedness

21. In connection with its proposed retention by the Debtors in these chapter 11 cases,

Kirkland undertook to determine whether it had any conflicts or other relationships that might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.

Specifically, Kirkland obtained from the Debtors and their representatives the names of individuals and entities that may be parties in interest in these chapter 11 cases (the “Potential Parties in

Interest”) and such parties are listed on Schedule 1 hereto. Kirkland has searched on its electronic database for its connections to the entities listed on Schedule 1 hereto. To the extent that I have been able to ascertain that Kirkland has been retained within the last three years to represent any of the Potential Parties in Interest (or their affiliates, as the case may be) in matters unrelated to these cases, such facts are disclosed on Schedule 2 attached hereto.

22. Kirkland and certain of its partners and associates may have in the past represented, may currently represent, and likely in the future will represent, entities that may be parties in interest in these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and these chapter 11 cases. Kirkland has searched on its electronic database for its connection to the entities listed on Schedule 1 attached hereto. The information listed on Schedule 1 may have changed without our knowledge and may change during the pendency of these chapter 11 cases. Accordingly, Kirkland will update this Declaration as necessary and when Kirkland becomes aware of additional material information. The following is a list of the categories that Kirkland has searched:10

10 Kirkland’s inclusion of parties in the following Schedules is solely to illustrate Kirkland’s conflict search process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules. 11

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 12 of 66

Schedule Category 1(a) Known JV Affiliates 1(b) Directors and Officers 1(c) 5% or More Shareholders 1(d) Bankruptcy Professionals 1(e) Contract Counterparties 1(f) Insurers 1(g) Ordinary Course Professionals 1(h) Prepetition Lenders, Administrative Agents, and Banking Parties 1(i) Significant Customers 1(j) Significant Vendors 1(k) Sureties 1(l) Taxing Authorities 1(m) Top 50 Creditors 1(n) Unions 1(o) US Trustee, Judges, and Court Personnel 1(p) Utilities

23. To the best of my knowledge, (a) Kirkland is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and (b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in this Declaration.

24. Listed on Schedule 2 to this Declaration are the results of Kirkland’s conflicts searches of the above-listed entities.11 For the avoidance of doubt, Kirkland will not commence a

11 As referenced in Schedule 2, the term “current client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 12 months preceding the Petition Date. As referenced in Schedule 2, the term “former client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedule 2, the term “closed client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. Whether an actual client relationship exists can only be determined by reference to the documents governing Kirkland’s representation rather than its potential listing in Kirkland’s conflicts search system. The list generated from Kirkland’s conflicts search system is over-inclusive. As a general matter, Kirkland discloses connections with “former clients” or “closed clients” for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date. 12

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 13 of 66

cause of action in these chapter 11 cases against the entities listed on Schedule 2 that are current clients of Kirkland (including entities listed below under the “Specific Disclosures” section of this

Declaration) unless Kirkland has an applicable waiver on file or first receives a waiver from such entity allowing Kirkland to commence such an action. To the extent that a waiver does not exist or is not obtained from such entity and it is necessary for the Debtors to commence an action against that entity, the Debtors will be represented in such particular matter by conflicts counsel.

25. Kirkland’s conflicts search of the entities listed on Schedules 1(a) – 1(s) (that

Kirkland was able to locate using its reasonable efforts) reveals, to the best of Kirkland’s knowledge, that those Kirkland attorneys and paraprofessionals who previously worked at other law firms that represented such entities in these chapter 11 cases have not worked on matters relating to the Debtors’ restructuring efforts while at Kirkland.

26. Based on the conflicts search conducted to date and described herein, to the best of my knowledge, neither I, Kirkland, nor any partner or associate thereof, insofar as I have been able to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest, their respective attorneys and accountants, the United States Trustee for the District of Delaware

(the “U.S. Trustee”), 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 District of Delaware, except as disclosed or otherwise described herein.

27. Kirkland will review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise.

If any new relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 14 of 66

28. Generally, it is Kirkland’s policy to disclose entities in the capacity that they first appear in a conflicts search. For example, if an entity already has been disclosed in this Declaration in one capacity (e.g., a customer), and the entity appears in a subsequent conflicts search in a different capacity (e.g., a vendor), Kirkland does not disclose the same entity again in supplemental declarations, unless the circumstances are such in the latter capacity that additional disclosure is required.

29. From time to time, Kirkland has referred work to other professionals to be retained in these chapter 11 cases. Likewise, certain such professionals have referred work to Kirkland.

30. Certain insurance companies pay the legal bills of Kirkland clients. Some of these insurance companies may be involved in these chapter 11 cases. None of these insurance companies, however, are Kirkland clients as a result of the fact that they pay legal fees on behalf of Kirkland clients.

Specific Disclosures

31. As specifically set forth below and in the attached exhibits, Kirkland represents certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the representations described herein are materially adverse to the interests of the Debtors’ estates.

Moreover, pursuant to section 327(c) of the Bankruptcy Code, Kirkland is not disqualified from acting as the Debtors’ counsel merely because it represents certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in interest in matters unrelated to these chapter 11 cases.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 15 of 66

A. Connections to Holders of Equity Interests in the Debtors, Certain Term Loan Lenders, and Intermediation Lender.

32. As disclosed on Schedule 2, Kirkland currently represents, and in the past has represented, certain entities associated with The Carlyle Group and its affiliated investment funds and portfolio companies (collectively, “Carlyle”) on a variety of matters. Carlyle directly and indirectly owns non-controlling equity interests in Debtor PES Energy Inc. and non-controlling equity interests Debtor PES Ultimate Holdings, LLC (on account of direct ownership and on account of its indirect ownership of PES Energy Inc.). Additionally, certain current and former managing directors, principals, and advisors of Carlyle are or have served as officers of or on the boards of directors of other active and inactive Kirkland clients.

33. All prior and current Kirkland representation of Carlyle have been in matters unrelated to the Debtors or these chapter 11 cases. Kirkland has not represented, and will not represent, Carlyle in matters related to the Debtors or their chapter 11 cases. Kirkland and Carlyle are also party to a waiver letter, dated July 12, 2019, pursuant to which Carlyle agreed to waive any conflict or other objection with respect to Kirkland’s representation of the Debtors in these chapter 11 cases. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

34. Further, as disclosed on Schedule 2, Kirkland currently represents, and in the past has represented certain affiliates of Credit Suisse Asset Management, LLC (together with its affiliates, “CSAM”), Bardin Hill (formerly known as Halcyon Capital Management LP) (together with certain of its affiliates, “Bardin Hill”), Goldman Sachs Bank USA (together with certain of its affiliates, “Goldman Sachs”), Serengeti Asset Management LP (together with certain of its affiliates, “Serengeti”), Marathon Asset Management, LP (together with certain of its affiliates,

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 16 of 66

“Marathon”), and ICBC Standard Bank PLC (together with certain of its affiliates, “ICBCS”)12 on a variety of matters. CSAM and Bardin Hill each own a significant amount of the equity interests in the Debtors. Additionally, CSAM, Bardin Hill, Serengeti, Goldman Sachs, and Marathon are lenders under the Debtors’ prepetition term loan and/or prepetition postpetition financing facility.

ICBCS is a lender under the Debtors’ Intermediation Facility (as defined in the First Day

Declaration).

35. All prior and current Kirkland representations of CSAM, Bardin Hill, Goldman

Sachs, Serengeti, Marathon, and ICBCS have been in matters unrelated to the Debtors or these chapter 11 cases. Kirkland has not represented, and will not represent, CSAM, Bardin Hill,

Goldman Sachs, Serengeti, Marathon, or ICBCS in matters related to the Debtors or their chapter 11 cases. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

B. Connections to Officers and Directors.

36. As disclosed below and in Exhibit 2 attached hereto, Kirkland currently represents, and has formally represented, certain affiliates, subsidiaries and entities associated with the Debtors’ current and recent former officers and directors. Kirkland does not believe that its current and prior representation of the affiliates, subsidiaries, and entities associated with certain officers and directors precludes it from being a disinterested party under the Bankruptcy Code.

37. Jeffrey S. Stein, a board member of PES Energy Inc. and the Chief Restructuring

Officer of the Debtors, has served, or may serve from time to time, in management and director

12 Kirkland’s representation of ICBCS involved a proposed initial public offering, in which ICBCS acted as part of the underwriter syndicate and Kirkland advised the syndicate as a group. Kirkland did not separately represent ICBCS. 16

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 17 of 66

capacities of certain Kirkland clients or affiliates thereof. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

38. John Greene, a board member of PES Energy Inc., has served, or may serve from time to time, in various management and director capacities of certain Kirkland clients or affiliates thereof. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

39. Mark Cox, a board member of PES Energy Inc., has served, or may serve from time to time, in various management and director capacities of certain Kirkland clients or affiliates thereof. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

C. Connections to Customers, Vendors, and Other Creditors.

40. As set forth on Schedule 2, certain of the Debtors’ customers, vendors, and/or other creditors, and their affiliates or managed funds, are current, former, or closed clients of Kirkland in matters unrelated to the Debtors or these chapter 11 cases. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

D. Connections to Certain Insurance Carriers.

41. As set forth on Schedule 2, certain of the Debtors’ insurance carriers (collectively, the “Insurance Carriers”) are current, former, or closed clients of Kirkland in matters unrelated to the Debtors or these chapter 11 cases. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 18 of 66

E. Other Chapter 11 Professionals.

42. As disclosed in Schedule 2 attached hereto, Kirkland currently represents, and formerly has represented, certain affiliates, subsidiaries, and entities associated with various professionals that the Debtors seeks to retain in connection with these chapter 11 cases. All prior and current Kirkland representations of these professionals have been in matters unrelated to the Debtors and these chapter 11 cases. Kirkland has not represented and will not represent any such professionals in connection with any matter in these chapter 11 cases.

43. The Debtors’ proposed restructuring advisor is Alvarez & Marsal North America,

LLC (“A&M Advisory”) for these chapter 11 cases. As disclosed in Schedule 2 attached hereto,

Kirkland represents Alvarez & Marsal, Inc. (“A&M Inc.”), Alvarez & Marsal Capital, LLC

(“A&M Capital”), AMCP Security Holdings L.P. / Centerra Group, LLC, Alvarez & Marsal Tax and UK LLP, and affiliated entities in matters unrelated to the Debtors and these chapter 11 cases.

In addition, subject to the parameters discussed in the Kirkland Attorney and Employee

Investments section of this Declaration, Kirkland person(s) have invested in one or more funds affiliated with A&M Capital. I do not believe that these connections precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

44. The Debtors are also seeking approval of their retention of PJT Partners LP (“PJT”) as their investment banker during the pendency of these chapter 11 cases. As disclosed on

Schedule 2 attached hereto, Kirkland currently represents PJT and certain of its direct or indirect affiliates in matters unrelated to the Debtors or these chapter 11 cases. I do not believe that

Kirkland’s representation of these parties precludes it from meeting the disinterestedness standard under the Bankruptcy Code.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 19 of 66

F. Kirkland Attorney and Employee Investments.

45. From time to time, Kirkland partners, of counsel, associates, and employees personally invest in mutual funds, retirement funds, private equity funds, venture capital funds, hedge funds, and other types of investment funds (the “Investment Funds”), through which such individuals indirectly acquire an interest in debt or equity securities of many companies, one of which may be one of the Debtors, their creditors, or other parties in interest in these chapter 11 cases, often without Kirkland’s knowledge. Each Kirkland person generally owns substantially less than one percent of such Investment Fund, does not manage or otherwise control such Investment Fund, and has no influence over the Investment Fund’s decision to buy, sell, or vote any particular security. The Investment Fund is generally operated as a blind pool, meaning that when the Kirkland persons make an investment in the Investment Fund, he, she, or they do not know what securities the blind pool Investment Fund will purchase or sell, and have no control over such purchases or sales.

46. From time to time one or more Kirkland partners and of counsel voluntarily choose to form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment Funds.

Such Passive-Intermediary Entity is composed only of persons who were Kirkland partners and of counsel at the time of the Passive-Intermediary Entity’s formation (although some may later become former Kirkland partners and of counsel). Participation in such a Passive-Intermediary

Entity is wholly voluntary and only a portion of Kirkland’s partners and of counsel choose to participate. The Passive-Intermediary Entity generally owns substantially less than one percent of any such Investment Fund, does not manage or otherwise control such Investment Fund, and has no influence over the Investment Fund’s decision to buy, sell, or vote any particular security.

Each Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool,

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 20 of 66

so that the Passive-Intermediary Entity does not know what securities the blind pool Investment

Funds will purchase or sell, and has no control over such purchases or sales. And, indeed, the Passive-Intermediary Entity often arranges for statements and communications from certain

Investment Funds to be sent solely to a blind administrator who edits out all information regarding the identity of the Investment Fund’s underlying investments, so that the Passive-Intermediary

Entity does not learn (even after the fact) the identity of the securities purchased, sold, or held by the Investment Fund. To the extent the Passive-Intermediary Entity is or becomes aware of the identity of the securities purchased, sold, or held by the Investment Funds (“Known Holdings”), such Known Holdings are submitted to Kirkland’s conflict checking system.

47. From time to time, Kirkland partners, of counsel, associates, and employees personally directly acquire a debt or equity security of a company which may be (or become) one of the Debtors, their creditors, or other parties in interest in these chapter 11 cases. Kirkland has a long-standing policy prohibiting attorneys and employees from using confidential information that may come to their attention in the course of their work, so that all Kirkland attorneys and employees are barred from trading in securities with respect to which they possess confidential information.

48. I am aware that Carlyle PES, L.L.C. owns non-controlling equity interests in PES

Energy Inc. and non-controlling equity interests in PES Ultimate Holdings, LLC (on account of direct ownership and on account of its indirect ownership of PES Energy Inc.).

Two Passive-Intermediary Entities owned by current and former Kirkland partners and of counsels currently indirectly hold a less than 1% interest in Carlyle PES, L.L.C. As a result, these

Passive-Intermediary Entities indirectly own a less than 0.15% interest in PES Energy Inc. and a less than 0.337% interest in PES Ultimate Holdings, LLC. Such Passive-Intermediary Entities

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 21 of 66

exerts no control over the Debtors. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

G. Former Clerks and Judicial Interns.

49. Sean Brownridge is a Kirkland associate who clerked with the Honorable Karen L.

Valihura in the Supreme Court of the State of Delaware from August 2015 to August 2016. Mr.

Brownridge began working at Kirkland in September 2016, and had no connection with the

Debtors’ chapter 11 cases while working for the court. I do not believe this connection precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

50. James F. Lathrop is a Kirkland associate who clerked with the Honorable Mary F.

Walrath of the United States Bankruptcy Court for the District of Delaware from September 2017 to September 2018. Mr. Lathrop began working at Kirkland in September 2018, and had no connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

51. Jonathan Ma is a Kirkland associate who clerked with the Honorable Richard G.

Andrews in the U.S. District Court for the District of Delaware from September 2016 to September

2017. Mr. Ma began working at Kirkland in November 2017, and had no connection with the

Debtors’ chapter 11 cases while working for the court. I do not believe this connection precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

52. Zachary R. Manning is a Kirkland associate who clerked for the Honorable Joseph

R. Slights III in the Delaware Court of Chancery from August 2017 to August 2018. Mr. Manning began working at Kirkland in September 2018, and had no connection with the Debtors’ chapter 11

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 22 of 66

cases while working for the court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

53. Katherine E. McNutt is a Kirkland associate who clerked with the Honorable Richard

G. Andrews of the U.S. District Court for the District of Delaware from September 2017 to

September 2018. Ms. McNutt began working at Kirkland in November 2018, and had no connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

54. Madeleine C. Parish is a Kirkland associate who clerked with the Honorable

Christopher S. Sontchi in the U.S. Bankruptcy Court for the District of Delaware from September

2016 to September 2017. Ms. Parish began working at Kirkland in September 2017, and had no connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

55. Francis Petrie is a Kirkland associate who clerked with the Honorable Brendan L.

Shannon in the U.S. Bankruptcy Court for the District of Delaware from September 2016 to

September 2017. Mr. Petrie began working at Kirkland in September 2017, and had no connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

56. Eric S. Schlabs is a Kirkland associate who clerked with the Honorable Richard G.

Andrews of the U.S. District Court for the District of Delaware from September 2017 to September

2018. Mr. Schlabs began working at Kirkland in November 2018, and had no connection with the

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 23 of 66

Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

57. Trudy Smith is a Kirkland associate who clerked with the Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware from September 2016 to September

2017. Ms. Smith began working at Kirkland in September 2017, and had no connection with the

Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

58. Kyle A. Unice is a Kirkland associate who clerked with the Honorable Brendan L.

Shannon of the U.S. Bankruptcy Court for the District of Delaware from September 2017 to

September 2018. Mr. Unice began working at Kirkland in September 2018, and had no connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

59. Alexander B. Warso is a Kirkland associate who clerked with the Honorable Laurie

S. Silverstein of the U.S. Bankruptcy Court for the District of Delaware from September 2017 to

August 2018. Mr. Warso began working at Kirkland in September 2018, and had no connection with the Debtors’ chapter 11 cases while working for the Court. I do not believe this connection precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

H. Other Disclosures.

60. Finally, certain interrelationships exist among the Debtors. Nevertheless, the Debtors have advised Kirkland that the Debtors’ relationships to each other do not pose any conflict of interest because of the general unity of interest among the Debtors. Insofar as I have been able to ascertain, I know of no conflict of interest that would preclude Kirkland’s joint representation of the Debtors in these chapter 11 cases.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 24 of 66

61. As disclosed in Schedule 2, Kirkland currently represents, and in the past has represented, Bank of America, N.A. and various of its subsidiaries and affiliates

(collectively, “Bank of America”). The Debtors have a banking relationship with Bank of

America.

62. Kirkland’s representations of Bank of America, in the aggregate, accounted for less than one percent of Kirkland’s fee receipts for the twelve month period ending on June 30, 2019.

All previous and current representations of Bank of America have been unrelated to the Debtors or these chapter 11 cases. Kirkland will not represent Bank of America in connection with any matters related to the Debtors or these chapter 11 cases. I do not believe that these connections preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

63. James H.M. Sprayregen, a partner of Kirkland, worked as an attorney at Kirkland from July 1990 until June 2006 and rejoined the firm in December 2008. From June 2006 until

December 2008, prior to rejoining the firm, Mr. Sprayregen was co-head of the restructuring group of Goldman Sachs Americas, where he advised U.S. and international clients in restructuring and distressed situations. Certain affiliates of Goldman Sachs are lenders to the Debtors. As described above, Goldman Sachs is a client of the firm and disclosed on Schedule 1(m) attached hereto.

Kirkland does not believe that Mr. Sprayregen’s prior employment at Goldman Sachs precludes it from meeting the disinterestedness standard under the Bankruptcy Code.

64. Furthermore, prior to joining Kirkland, certain Kirkland attorneys represented clients adverse to Kirkland’s current and former restructuring clients. Certain of these attorneys

(the “Screened Kirkland Attorneys”) will not perform work in connection with Kirkland’s representation of the Debtors and will not have access to confidential information related to the representation. Kirkland’s formal ethical screen provides sufficient safeguards and procedures to

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 25 of 66

prevent imputation of conflicts by isolating the Screened Kirkland Attorneys and protecting confidential information.

65. Under Kirkland’s screening procedures, Kirkland’s conflicts department distributes a memorandum to all Kirkland attorneys and legal assistants directing them as follows: (a) not to discuss any aspects of Kirkland’s representation of the Debtors with the Screened Kirkland

Attorneys; (b) to conduct meetings, phone conferences, and other communications regarding

Kirkland’s representation of the Debtors in a manner that avoids contact with the Screened

Kirkland Attorneys; (c) to take all measures necessary or appropriate to prevent access by the Screened Kirkland Attorneys to the files or other information related to Kirkland’s representation of the Debtors; and (d) to avoid contact between the Screened Kirkland Attorneys and all Kirkland personnel working on the representation of the Debtors unless there is a clear understanding that there will be no discussion of any aspects of Kirkland’s representation of the Debtors. Furthermore, Kirkland already has implemented procedures to block the Screened

Kirkland Attorneys from accessing files and documents related to the Debtors that are stored in

Kirkland’s electronic document managing system.

Affirmative Statement of Disinterestedness

66. Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) Kirkland is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and (b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed herein.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 26 of 66

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: August 1, 2019 Respectfully submitted,

/s/ Steven N. Serajeddini Steven N. Serajeddini Partner, Kirkland & Ellis LLP

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 27 of 66

Schedule 1

The following lists contain the names of reviewed entities as described more fully in the Declaration of Steven N. Serajeddini in Support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Serajeddini Declaration”).1 Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis LLP and Kirkland & Ellis International LLP reviewed each entity in its records, as more fully described in the Serajeddini Declaration, matching the incomplete or ambiguous name.

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Serajeddini Declaration.

Case 19-11626-KG Doc 141 Filed 08/01/19 Page 28 of 66

SCHEDULE 1

List of Schedules

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 29 of 66

SCHEDULE 1(a)

Known JV Affiliates

Carlyle PES LLC Energy Transfer Partners LP North Yard Financing LLC North Yard GP LLC North Yard Logistics LP PES Administrative Services LLC PES Energy Inc. PES Equity Holdings LLC PES Holdings LLC PES Intermediate LLC PES Inventory Co. LLC PES Logistics GP LLC PES Logistics Partners LP PES Ultimate Holdings LLC PESRM Holdings LLC Philadelphia Energy Solutions Inc. Philadelphia Energy Solutions LLC Philadelphia Energy Solutions Refining & Marketing LLC

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 30 of 66

SCHEDULE 1(b)

Directors and Officers

Beyersdorfer, Jeffrey S. Brandon, Mark Canaan, Lee Musgrove Celiberti, Rachel Cox, Mark Eggert, Stephanie Galante, Brad Greene, John Kim, Joseph McShane, John Owens, Robert W. Smith, Mark J. Statile, Daniel Stein, Jeffrey S. Stevens, Scott

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 31 of 66

SCHEDULE 1(c)

5% or More Shareholders

Bardin Hill Carlyle PES LLC Credit Suisse Asset Management PES Equity LLC Third Point Loan LLC

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 32 of 66

SCHEDULE 1(d)

Bankruptcy Professionals

Alvarez & Marsal LLC Davis Polk & Wardwell LLP FTI Consulting Inc. Haynes & Boone LLP Houlihan Lokey Inc. Morris Nichols Arsht & Tunnell LLP Omni Management Group LLC Pachulski Stang Ziehl & Jones LLP PJT Partners Inc.

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 33 of 66

SCHEDULE 1(e)

Contract Counterparties

AmQuip Crane Rental LLC Anderson Construction Services Inc. Archer Daniels Midland Co. Baker Hughes BNSF Railway Co. Brand Insulation Services Brenntag Northeast Inc. Cape May Seashore Lines Inc. Centennial Energy LLC Chalmers & Kubeck Inc. Colonial Energy Inc. Constellation New Energy Inc. CSX Transportation Inc. Eco-Energy Fueling Solutions Ensono Inc. Honeywell Honeywell Process Solutions JJ White Inc. Kempstar LLC Kinder Morgan Liquid Terminals LLC Matrix Service Industrial Contractors Inc. Moran Towing Corp. Nooter Construction Co. OSG Bulk Ships Inc. Presidio Networked Solutions Proactive Performance Sunoco Inc. Sunoco Logistics Partners LP Sunoco Partners Marketing & Terminals LP Trinity Industries Leasing Co. Union Tank Car Co. Univar USA Inc. Vane Line Bunkering Inc. Vitol Inc. Watco Transloading WR Grace & Co.

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 34 of 66

SCHEDULE 1(f)

Insurers

Ace Bermuda Lloyd’s of London ACE Property & Casualty Co. Inc. MAPFRE SA ACT Munich Markel Bermuda Ltd. Allianz Munich Re Group Arch Insurance Co. National Union Fire Insurance Co. of Arch Reinsurance Ltd. Pittsburgh PA Argo Navigators Insurance Co. Argo Group Oil Casualty Insurance Ltd. Argo Re Ltd. PartnerRe Ltd. Ariel Re Bda Ltd. Pioneer Corp. Ariel Syndicate 1910 QBE Insurance Corp. Ascot Group Ltd. Samsung AXA SCOR SE AXIS Surplus Insurance Co. Standard Club, The Barbican Starr Surplus Lines Insurance Co. Beazley Insurance Co. Starr Tech Berkshire Hathaway Steadfast Insurance Co. Chubb Bermuda Insurance Ltd. Stonington Insurance Co. Chubb Surety Swiss Reinsurance Co. Ltd. CSL Talbot Endurance American Insurance Co. Texas Series of Lockton Cos. LLC Endurance Specialty Insurance Ltd. U.S. Specialty Insurance Co. ESIS Inc. Validus Specialty Underwriting Services Evanston Insurance Co. Inc. Everest National Insurance Co. Westchester Fire Insurance Co. First Funding Corp. Western Surety Co. Freberg Westport Insurance Co. General Security Indemnity Co. of Arizona XL Catlin Insurance Group General Security National Insurance Co. XL Catlin Underwriting Hamilton Re Ltd. Zurich Insurance Group Ltd. Hannover Re HDI Gerling HDI Global Insurance Co. Helvetia Indian Harbor Insurance Co. Ironshore Insurance Ltd. Ironshore Specialty Insurance Co. Lancashire Group Lex-London Liberty International Underwriters Liberty Mutual Insurance Co. Liberty Specialty Markets Agency Ltd.

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 35 of 66

SCHEDULE 1(g)

Ordinary Course Professionals

Akin Gump Strauss Hauer & Feld LLP Allen & Overy LLP Ballard Spahr LLP Buchanan Ingersoll & Rooney PC Convington & Burling LLP Cozen O’Connor Databank IMX LLC Expressive Editorial Services Kay Took KPMG Consulting Inc. Latham & Watkins LLP Mark L. Farley PC McGuireWoods LLP McNees Wallace & Nurick LLC Morrison & Foerster LLP National Drug Screening Inc. Perkins Coie LLP Sidney L. Gold & Associates PC Skadden Arps Slate Meagher & Flom LLP Stancil & Co. Stradley Ronon Stevens & Young LLP Stroock & Stroock & Lavan LLP Tax Advisory Services Goup LLC Weaver LLP

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 36 of 66

SCHEDULE 1(h)

Prepetition Lenders, Administrative Agents, and Banking Parties

American Financial Bank of America Merrill Lynch Bank of America NA Bardin Hill Citizens Bank NA Concise Capital Management LP Credit Suisse AG - Cayman Islands Branch Credit Suisse Asset Management DFG Investment Advisers Ellington Management Group Goldman Sachs Bank USA Goldman Sachs Lending Partners LLC Huntington National Bank, The ICBC Standard Bank JH Lane Partners LCM Asset Management LLC Marathon Asset Management LP MJX Asset Management LLC New York Life Insurance Co. NGL Energy Partners LP Republic First Bank Serengeti Asset Management Sun Federal Credit Union Sunoco Logistics Partners Operations LP Third Point Loan LLC Webster Bank NA Wellington Management Group LLP Wilmington Savings Fund Society FSB

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 37 of 66

SCHEDULE 1(i)

Significant Customers

121 Point Breeze Management Corp. Delta Sonic Car Wash Systems Inc. Fastrac Markets LLC Global Cos. LLC Guttman Oil Co. Hometowne Energy Co. Inc. Mansfield Oil Co., Inc. Mirabito Holdings Inc. Musket Corp. Papco Inc. Penske Truck Leasing Co. LP Pilot Travel Centers LLC RBS Fuel LLC Ryder Energy Distribution Corp. Sat Raj Inc. Sonbyrne Sales Inc. Speedway LLC TA Operating LLC Taylor Oil Co. Inc. Wawa Inc. ABB Ltd.

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 38 of 66

SCHEDULE 1(j)

Significant Vendors

Accredited Environmental Technologies Inc. C&C Supply Co. Ace American Insurance Co. Capgemini America Inc. AET Inc. Ltd. Carnegie Strategic Design Engineers LLC Aetna Inc. Castleton Commodities Merchant Trading AIM Mechanical Services LLC LP Airgas Inc. Catalyst Handling Resources Airgas Specialty Products Inc. Catalyst Trading Co. Ltd. Allied Universal CDW Direct LLC Allstate Power Vac Inc. Centennial Energy LLC Altitude Fuel Inc. Center Oil Co. AmQuip Crane Rental LLC Central Texas Iron Works Inc. AmSpec Services LLC Ceridian Anderson Construction Services Inc. Ceridian Payroll Trust Aon Risk Services Inc. of NY Chalmers & Kubeck Inc. Aon Risk Services Northeast Inc. Charter Brokerage LLC Aon Risk Services Southwest Inc. Chemtreat Inc. AOT Energy Americas LLC Cigna Group Insurance Applied Control Engineering Inc. Cintas Corp. Applied Industrial Technologies Inc. City Year Philadelphia Aqua Drill International LLC Clean Harbors Industrial Services Archer-Daniels-Midland Co. CM Towers Inc Atlas Copco Rental LLC Coastal Chemical Co. Inc Axens North America Inc. Coffeyville Resources R&M LLC Babcock & Wilcox Co. Collins Pipe & Supply Co. Inc. BAFCO Inc. Colonial Energy Inc. Baker Hughes Colonial Life & Accident Insurance Co. Bakercorp Colonial Pipeline Co. Bank of America NA Connecticut, State of, Department of Belcher Roofing Corp. Revenue, Commissioner of Revenue Bently Nevada Corp. Services Blac Inc. Connection Chemical LP BNSF Railway Co. Constellation New Energy Inc. Bolt-Spec LLC Cortland Capital Market Services BP North America Petroleum Cozen O'Connor PC BP Oil Supply CSX Transportation Brand Insulation Services Cust-O-Fab Inc. Brandsafway Services LLC Dakota Tankers LLC Brenntag Northeast Inc. Deacon Industrial Supply Co. Buchanan Ingersoll & Rooney PC Delaware, State of, Secretary of State Buckeye Pipe Line Co. LP Devon Property Services LLC Burlington Electrical Testing Co. Inc. Diversified Co. BWC Technologies Inc. Dresser-Rand Group

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 39 of 66

DXP Enterprises Inc. Intertek USA Inc. Eastern Controls Inc. INTL FCStone Financial Inc. Eco-Energy Fueling Solutions IPC (USA) Inc. Energy Ventures Analysis Inc. ITT Industries Ensono Inc. Jacobs Engineering Envent Corp. JJ White Inc. Equity Engineering Group, The John Bridge Sons Inc. Eriks NA Inc. Johnson Controls Security Solutions Eurecat US Inc. Johnson Matthey Process Evoqua Water Technologies LLC KBC Advanced Technologies Inc. Extrel CMS LLC Kempstar LLC ExxonMobil Catalyst Technologies Kenneth G. Lilly Fasteners Inc. Fabiazzo Navigation Ltd. Kinder Morgan Liquid Terminals LLC Ferguson Enterprises Koch Supply & Trading LP First Insurance Funding Corp. Koch-Glitsch Inc. Fisher Tank Co. Inc. Kolmar Americas Inc. Fleetwood Industrial Products KPMG Consulting Inc. Flowserve FSD Corp. Lamons Gasket Co. Flowserve US Inc. Latham & Watkins LLP GC Zarnas & Co. Inc. Lee Transport Systems LLC GE Infrastructure Sensing LLC L-M Service Co. Inc. General & Mechanical Contractors Lucknow Highspire Terminals Inc. General Refrigeration Co. Inc. MAN Diesel & Turbo North America Gexpro Mark Trans Inc. Global Cos. LLC Marq Steel Services LLC Goodhart Consultants Matrix Service Industrial Contractors Inc. Grainger McJunkin Red Man Corp. GTC Technology US LLC McMaster-Carr Supply Co. Gulf Oil LP MCP Project Management LLC Gunvor USA LLC Mercer Gasket & Shim Guttman Oil Co. Merichem Co. Hamon Custodis Inc. Merrill Communications LLC Handex Consulting & Remediation Merrill Lynch Commodities Inc. Harrington-Robb Associates Inc. Messer LLC Hartree Partners LP Microsoft Licensing Group Heat Transfer Equipment Co. Minerva Marine Inc. Honeywell MISTRAS Services Honeywell Process Solutions Monroe Energy LLC Houston Series of Lockton Moran Towing Corp. Hudson Technologies Co. Morrison & Foerster LLP Hydrochem Industrial Services Motor Technology Inc. ICBC Standard Bank plc MPW Industrial Services Inc. Independence Administrators Murex LLC Industrial Controls Distributors Myrian Shipping Co. INTEGRA Services Technologies Nalco Chemical Co. Integrated Service Co. Manufacturing LLC Nalco Co.

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 40 of 66

NAT Chartering Ltd. Rosemount Analytical Inc. Nereus Shipping SA Rotating Machinery Services New Jersey, State of Rumsey Electric Co. New Jersey, State of, LMF Motor Fuels Tax Runyon, Lisa A. New Jersey, State of, Part Partnership Tax S.T. Hudson Engineers Inc. New York, State of, Motor Fuels Tax Savage Services Corp. New York, State of, Sales Tax Scheck Mechanical Corp. NGL Crude Logistics LLC Scientific Equipment Co. NGL Energy Operating LLC Sealtec Nooter Construction Co. Senior Flexonics Pathway Norfolk Southern Railway Co. Sentinel Integrity Solutions NuStar Logistics LP SGS North America Inc. OSG Bulk Ships Inc. Sheetz Inc. PECO Energy Shell Trading (US) Co. Penn Fluid System Technologies Shell Western Supply & Trading Ltd. Pennsylvania, Commonwealth of, Shipley Choice LLC Department of Revenue Sidney L. Gold & Associates PC Pentair Filtration Solutions LLC Skadden Arps Slate Meagher & Flom LLP PES Inventory Co. LLC SKF USA Inc. Philadelphia Area Labor Sopus Products Philadelphia Gas Works Spectrum Inspection Philadelphia, City of (PA) Sprague Operating Resources LLC Philadelphia, City of (PA), Water Revenue Stantec Consulting Corp. Bureau Stroock & Stroock & Lavan LLP Phillips 66 Co. Sulzer Pumps Phillips 66 Partners Holdings LLC Sun Life Assurance Co. of Canada Philly Transportation LLC Sunair Co. Platinum Scaffolding Services Inc. Sunoco Inc. Praxair Services Inc. Sunoco LLC Presidio Networked Solutions Sunoco Logistics Partners LP Proactive Performance Sunoco Partners Marketing & Terminals LP Proconex Tactical Cleaning Co. LLC Project Control Services Inc. Team Industrial Services Inc. Propane Education & Research Teco Westinghouse Motor Co. Quality Testing Services Inc. Teekay Chartering Ltd. Quanta Technologies LLC Teksolv Inc. Quantum Health Inc. Testex Inc. Quest Integrity USA LLC Texas Aromatics LP Railroad Construction Co. of South Jersey Texas Eastern Transmission LP Rain For Rent Inc. Thomas Willcox Co. Inc. RAM Industrial Services LLC Tradepoint Rail LLC Reliance Standard Life Training Specialties Inc. Repair Technology Transmontaigne Product Services Republic Services Inc. Trico Lift Revak Keene Turbomachinery LP Triflow Specialties Riggs Distler & Co. Trinity Consultants Inc.

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 41 of 66

Trinity Industries Leasing Co. Tsakos Energy Navigation Ltd. Tucker Co. Worldwide Inc. Tulsa Heaters Inc. Union Tank Car Co. United Laboratories International LLC United Rentals (North America) United Site Services United States Roofing Corp. United States, Government of the, Customs & Border Protection United States, Government of the, Delaware River Basin Commission United States, Government of the, Department of the Treasury, Internal Revenue Service United Steelworkers-General Univar USA Inc. US Environmental Inc. US Trustee Payment Center Valero Marketing & Supply Co. Vallen Distribution Inc. Vane Line Bunkering Inc. Venezia Hauling Inc. Veolia North America Regeneration Veolia Water North America Victory Renewables LLC VIM Technologies Inc. Vitol Inc. W&K Welding & Tank Erectors Wage Works Watco Transloading WellDyneRx Inc. William A. Schmidt & Sons William P. McGovern Inc. WR Grace & Co. Wyatt Elevator Co. Xerox Corp. XOS Inc. Xylem Dewatering Solutions Inc. ZeroChaos

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 42 of 66

SCHEDULE 1(k)

Sureties

Cash Bond Chubb Chubb Surety Western Surety

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 43 of 66

SCHEDULE 1(l)

Taxing Authorities

Alabama, State of, Department of Revenue Colorado, State of, Department of Revenue Connecticut, State of Delaware, State of, Division of Revenue Delaware, State of, Motor Fuel Tax Administration Florida, State of Georgia, State of, Department of Revenue Louisiana, State of, Department of Revenue Maryland, State of, Comptroller Maryland, State of, Department of the Environment, Oil Fund Massachusetts, Commonwealth of, Department of Revenue Mississippi, State of, Department of Revenue National Oilheat Research Alliance New Jersey, State of New York, City of (NY), Department of Finance New York, State of, Corp. Tax New York, State of, Filing Fee New York, State of, Partnership Return New York, State of, Tax Department North Dakota, State of Ohio, State of, Department of Taxation Oklahoma, State of, Tax Commission Pennsylvania, Commonwealth of Pennsylvania, Commonwealth of, Department of Revenue Philadelphia, City of (PA), Department of Revenue Propane Education & Research Council South Carolina, State of, Department of Revenue Tennessee, State of, Department of Revenue Texas, State of Texas, State of, Comptroller United States, Government of the, Department of the Treasury United States, Government of the, Department of the Treasury, Internal Revenue Service Virginia, Commonwealth of, Department of Taxation West Virginia, State of, Tax Department Wyoming, State of Wyoming, State of, Department of Revenue

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 44 of 66

SCHEDULE 1(m)

Top 50 Creditors

Allstate Power Vac Inc. TEAM Industrial Services Inc. AmQuip Crane Rental LLC Tsakos Energy Navigation Ltd. Anderson Construction Services Inc. United Rentals (North America) Inc. Archer Daniels Midland Co. Univar USA Inc. Atlas Copco Rental LLC Vane Line Bunkering Inc. Belcher Roofing Corp. Watco Transloading LLC Brand Industrial Services Inc. Western Oilfields Supply Co. Inc. Brand Scaffold Builders Inc. WR Grace & Co. - Construction Products BrandSafway Services LLC Division Brenntag Northeast Inc. ZeroChaos AB Carnegie Strategic Design Engineers LLC Centennial Energy LLC Chalmers & Kubeck Inc. Charter Brokerage LLC Clean Harbors Industrial Services Inc. CM Towers Inc. Colonial Pipeline Co. CSX Transportation Inc. Devon Property Services LLC Eco-Energy Fueling Solutions Inc. Ensono Inc. Enviro Tec Specialties Inc. EP Engineered Clays Corp. Fisher Tank Co. Inc. GC Zarnas & Co. Inc. Honeywell International Inc. Intertek USA Inc. JJ White Inc. Johnson Matthey Process Technologies Inc. L-M Service Co. Inc. Matrix SME Inc. MISTRAS Services Division Moran Towing Corp. Nalco Co. LLC Nooter Construction Co. Inc. OSG Bulk Ships Inc. Quality Testing Services Inc. Republic Services Inc. Riggs Distler & Co. Inc. Scheck Mechanical Corp. SGS North America Inc. Sunoco Partners Marketing & Terminals LP

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 45 of 66

SCHEDULE 1(n)

Unions

United Steel Paper & Forestry Rubber Manufacturing Energy Allied Industrial & Service Workers International Union AFL-CIO CLC & its Local 10-1 United Steel Paper & Forestry Rubber Manufacturing Energy Allied Industrial & Service Workers International Union AFL-CIO-CLC United Steelworkers & its Philadelphia Local 10-1

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 46 of 66

SCHEDULE 1(o)

US Trustee, Judges, and Court Personnel

Attix, Lauren Buchbinder, David Carey, Kevin J. Casey, Linda Chan, Ashley M. Diane, Giordano Dice, Holly Dorsey, John T. Dortch, Shakima L. Fox, Timothy J., Jr. Green, Christine Gross, Kevin Hackman, Benjamin Heck, Jeffrey Leamy, Jane McCollum, Hannah M. O’Malley, James R. Owens, Karen B. Panacio, Michael Richenderfer, Linda Sarkessian, Juliet Schepacarter, Richard Serrano, Edith A. Shannon, Brendan L. Silverstein, Laurie Selber Sontchi, Christopher S. Starr, Karen Tinker, T. Patrick Vinson, Ramona Walrath, Mary F. Weissgerber, Jaclyn Wynn, Dion

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 47 of 66

SCHEDULE 1(p)

Utilities

Allstate Power Vac Inc. CenturyLink Inc. Clean Harbors Environmental Clean Venture Inc. Colonial Energy Inc. Constellation NewEnergy Inc. Ensono Inc. Level 3 Communications Inc. Merichem Co. MPW Industrial Services Inc. PECO Energy Philadelphia Gas Works Philadelphia, City of (PA), Water Revenue Bureau Republic Services Inc. Ross Environmental Services SJ Transportation Co. Inc. Sumter Transport Co. Texas Eastern Transmission LP UGI Energy Services Inc. Veolia North America Regeneration Veolia Water North America Verizon Wireless Windstream

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 48 of 66

SCHEDULE 2

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Allianz Allianz Capital Partners GmbH Closed Pacific Investment Management Current Company, LLC Allied Universal Allied Universal Current Allstate Power Vac Inc. ACV Enviro Corporation Current Allstate Power Vac, Inc. Current ASPV Group, Inc. Closed ASPV Holdings, Inc. Current Alvarez & Marsal LLC A&M Capital Advisors Europe, Current LLP A&M Capital Advisors GP, LLC Current A&M Capital Advisors, LLC Current A&M Capital Advisors, LP Current A&M Capital Europe-GP Current Associates, LP

A&M Capital Opportunities-GP Current Associates, LP

A&M Capital Partners, LLC Current A&M Capital-GP Associates, LP Current A&M Capital-GP Holdings, LP Current Alvarez & Marsal AMCO Partners Current Fund, LP

Alvarez & Marsal Capital LLC Current Alvarez & Marsal Capital, LP Current Alvarez & Marsal Inc. Closed Alvarez & Marsal Partners Buyout Current Fund, LP

Alvarez & Marsal Partners Europe Current Buyout Fund, LP

Alvarez & Marsal Partners Fund, LP Current Alvarez & Marsal Partners Current Opportunities Fund, LP

Alvarez & Marsal Taxand UK LLP Closed AMCO Dutchland, LLC Current

KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 49 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client AMCP Security Holdings, L.P. / Closed Centerra Group, LLC

AmQuip Crane Rental LLC AEPF III 34 S.à r.l. Current Apollo Global Management, LLC Current Apollo Investment Management Closed Apollo Management International Current LLP Marc Rowan Current Martin Kelly Current MidCap Financial Services, LLC Closed AmSpec Services LLC AmSpec Buyer, LLC Current AmSpec Holdco, LLC Current AmSpec Holding Corp. Current AmSpec Intermediate Holdco, LLC Current AmSpec International Services, Current LLC AmSpec Investment, LLC Current AmSpec Parent, LLC Current AmSpec Services, Inc. Current AmSpec Services, LLC Current AmSpec, LLC Current Aon Risk Services Inc. of NY Aon Affinity Administradora de Current Beneficios Ltda. Aon Risk Services Southwest Inc. Aon Corporation Current Aon Financial Services Group, Inc. Current Aon Holdings Corretores de Current Seguros Ltda.

Aon Risk Services Central, Inc. Current Aon Risk Services Companies, Inc. Current AON Risk Services Northeast, Inc. Current Aon Risk Services Southwest, Inc. Current Aon Trust Company Closed Aon Trust Corporation Limited Closed Keith R. Moore Current Stroz Friedberg Closed Archer Daniels Midland Co. Archer-Daniels-Midland Company Current Argo Argo Group International Holdings, Closed Ltd.

2 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 50 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Argo Group Argo Re Ltd. Ariel Re Bda Ltd. Ariel Syndicate 1910 AXA AB Commercial RE Debt Series 1- Current A AB Commercial RE Debt Series 1- Current B AB Commercial RE Debt Series 1- Current C AB Institutional Series Current AB Institutional Series B Current AB Institutional Series C Current Indian Harbor Insurance Co. Axa Equitable Life Insurance Current Company XL Catlin Underwriting AXA REIM SGP Current Baker Hughes GE Energy Financial Services Closed Bently Nevada Corp. General Electric Company Current GE Infrastructure Sensing LLC Lightfoot Capital Partners Closed Bank of America Merrill Lynch BA Capital Company, L.P. Current Bank of America NA Banc of America Capital Investors Current SBIC, L.P. Merrill Lynch Commodities Inc. BancAmerica Capital Investors Current SBIC II, L.P.

BancBoston Ventures, Inc. Current Bank of America Capital Investors Current Bank of America Corporation Current Bank of America Merrill Lynch Current Bank of America Ventures Current Bank of America, N.A. Current Bank of America, N.A., Beijing Closed Branch Benjamin Klein Current Continental Illinois Venture Current Corporation

Heng Qu Closed Merrill Lynch (Asia Pacific) Closed Limited Merrill Lynch Capital Services, Inc. Closed Merrill Lynch Far East Limited Closed

3 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 51 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Merrill Lynch, Pierce, Fenner & Current Smith Incorporated Berkshire Hathaway Berkshire Hathaway Energy Co. Closed BNSF Railway Co. BNSF Railway Current Charter Brokerage LLC Charter Brokerage Holdings Corp. Closed Union Tank Car Co. Precision Castparts Corp. Closed BP North America Petroleum Amoco Corporation Closed BP Oil Supply Amoco Oil Company Closed Atlantic Richfield Company Closed Boron Oil Company Closed BP America - Deepwater Current BP America - Tank Fund Current BP America Inc. Current BP America Production Company Current BP Amoco plc Closed BP Company North America Inc. Closed BP Corporation North America Inc. Closed BP Exploration & Production Inc. Current BP Exploration and Production Current Company

BP Exploration and Production Inc. Current BP Exploration Mexico Limited, Current S.A. de C.V.

BP Gas Marketing Limited Current BP Holdings North America Current Limited BP Holdings North America Ltd. Closed BP Marine Ltd. Former BP Mexico Holding Company, S.A. Current de C.V.

BP North America Inc. Former BP plc Current BP Products North America Inc. Current BP Trinidad and Tobago LLC Current BP West Coast Products Current BP West Coast Products LLC Current British Petroleum Exploration Former Mexico Limited, S.A. de C.V.

4 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 52 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client British Petroleum Mexico Holding Former Company, S.A. de C.V.

Standard Oil (Indiana) Closed Standard Oil Company Closed Standard Oil of Ohio Closed Brand Industrial Services Inc. Clayton, Dubilier & Rice, LLC Current Carlyle PES LLC Carlyle Asia Investment Advisers Current Limited WellDyneRx Inc. Carlyle Energy Mezzanine Current Opportunities Fund II, L.P. ZeroChaos Carlyle Europe Technology Partners Closed III Advisor S.a.r.l. ZeroChaos AB Carlyle Global Credit Investment Current Management LLC

Carlyle Realty Partners III, L.P. Closed Carlyle Realty Partners IV, L.P. Closed Carlyle Realty Partners V, L.P. Closed Carlyle Realty Partners, L.P. Closed Carlyle Strategic Partners Closed Rodney S. Cohen Current The Carlyle Group Current The Carlyle Group Europe - CEP IV Closed Advisor S.a r.l. Castleton Commodities Merchant Castleton Resources LLC Current Trading LP

CDW Direct LLC CDW Corporation Current CDW LLC Current Chemtreat Inc. Danaher Corp. Current Leica Microsystems, Inc. Current Pacific Scientific Energetic Closed Materials Company

Cigna Group Insurance Cigna Behavioral Health Inc. Closed Cigna Corporation Current Cigna Health and Life Insurance Current Company

CIGNA Health Corporation Current Cigna Healthcare - Mid-Atlantic, Current Inc.

5 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 53 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client CIGNA HealthCare of California, Current Inc. Cigna Healthcare of Colorado, Inc. Current CIGNA HealthCare of Florida, Inc. Current CIGNA Healthcare of Georgia, Inc. Current CIGNA Healthcare of New York, Closed Inc. CIGNA HealthCare of North Current Carolina, Inc.

CIGNA HealthCare of Current Pennsylvania, Inc.

CIGNA HealthCare of South Current Carolina, Inc.

CIGNA HealthCare of St. Louis, Current Inc. CIGNA HealthCare of Tennessee, Current Inc. CIGNA HealthCare of Texas, Inc. Current Cigna Healthcare, Inc. Current Connecticut General Life Insurance Current Co., Inc.

Connecticut General Life Insurance Current Company Clean Venture Inc. ACV Enviro Corporation Current Colorado, State of, Department of State of Colorado Closed Revenue

Constellation New Energy Inc. Exelon Corporation Current Volta Energy Technologies, LLC Closed Cortland Capital Market Services Cortland Capital Market Services Current LLC Credit Suisse AG - Cayman Islands Credit Suisse Closed Branch Credit Suisse Asset Management Credit Suisse (Hong Kong) Limited Current Credit Suisse AG Current Credit Suisse AG, Executive Board Current Credit Suisse Group AG Current Credit Suisse Group AG, Executive Current Board

Credit Suisse International Current

6 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 54 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Credit Suisse Securities (Europe) Closed Limited

Credit Suisse Securities (USA) LLC Current Credit Suisse Securities Europe Ltd. Closed Databank IMX LLC Audit & Supervisory Board, Former Kyocera Corporation

Kyocera Document Solutions Closed Europe B.V.

EP Engineered Clays Corp. EP Acquisition LLC Current EP Management Corporation Current EP Minerals Europe Verwaltungs Current und Beteiligungs GmbH

EP Minerals International S.A.S. Current EP Minerals, LLC Current EPMC Parent LLC Current EPMC Topco LLC Current Evanston Insurance Co. Markel Corp. Current Markel Bermuda Ltd. ExxonMobil Catalyst Technologies Exxon Mobil Corporation Closed Freberg Willis Towers Watson plc Closed FTI Consulting Inc. FTI Consulting, Inc. Current FTI, LLC Closed John Howard Batchelor Current Kenneth Fung Current Roderick John (Rod) Sutton Closed Georgia, State of, Department of State of Georgia Current Revenue

Global Cos. LLC Global Companies, LLC Current Global Partners LP Current Goldman Sachs Bank USA Aavid Thermalloy Closed Goldman Sachs Current Goldman Sachs (Asia) LLC Current Goldman Sachs Asset Management Current International

Goldman Sachs International Ltd. Current Goldman Sachs MB Services Closed Limited

7 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 55 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Goldman Sachs Trust Company of Current Delaware Grainger W.W. Grainger, Inc. Current Gulf Oil LP ArcLight Capital Partners, LLC Current ArcLight Energy Partners Fund IV, Current L.P.

ArcLight Energy Partners Fund V, Current L.P. Hamilton Re Ltd. Hamilton Insurance Group, Ltd. Closed Hamilton Insurance Group, Ltd., Closed Special Committee of the Board of Directors Hartree Partners LP GFI Energy Group of Oaktree Current Capital Management Riggs Distler & Co. Jordon Kruse Current Riggs Distler & Co. Inc. Matthew Wilson Current Oaktree Capital Management, L.P. Current Oaktree Middle-Market Direct Current Lending Unlevered JPN-A 2017 Fund, L.P

Oaktree Special Situations Group Closed Oaktree Strategic Credit Current Ronald N. Beck Current Stephen Kaplan Current Honeywell Honeywell Advanced Composites Current Inc. Honeywell International Inc. Honeywell Aerospace, Inc. Current Honeywell Process Solutions Honeywell International Inc. Current Honeywell Specialty Materials, Current LLC Houlihan Lokey Inc. Houlihan Lokey EMEA, LLP Closed Hydrochem Industrial Services Aquilex Holdings LLC Closed Brian Ramsay Current Edmund J. Feeley Current Littlejohn & Co., LLC Current Littlejohn Associates IV, LLC Current Littlejohn Associates V, LLC Current Littlejohn Holdings Manager, LLC Current Littlejohn Holdings, LLC Current 8 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 56 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Littlejohn Opportunities GP, LLC Current Litttlejohn Opportunities GP II, Current LLC Michael Kaplan Current Michael Klein Current Richard Maybaum Current Robert Davis Current Steven G. Raich Current Tony Miranda Current Wellfleet Credit Partners, LLC Current ICBC Standard Bank ICBC International Capital Limited Closed ICBC Standard Bank plc ICBC International Holdings Closed Limited Johnson Controls Security Solutions ShopperTrak RCT Corporation Former Kinder Morgan Liquid Terminals Kinder Morgan Energy Partners, Current LLC L.P. Kinder Morgan, Inc. Current Koch Supply & Trading LP Guardian Industries Corp. Closed Koch-Glitsch Inc. Phillips-Medisize Corporation Closed Lex-London Varagon Capital Partners Closed National Union Fire Insurance Co. of Pittsburgh PA

Talbot Validus Specialty Underwriting Services Inc. Liberty Specialty Markets Agency Starr International Company, Inc. Closed Ltd. Starr Surplus Lines Insurance Co. Marathon Asset Management LP Marathon Asset Management, LP Current McJunkin Red Man Corp. MRC Global (US) Inc. Current Monroe Energy LLC Delta Air Lines, Inc. Closed New York, City of (NY), New York City Commission on Closed Department of Finance Human Rights Papco Inc. World Fuel Services Corporation Current Pennsylvania, Commonwealth of Office of the General Counsel of Current Pennsylvania Pennsylvania, Commonwealth of, Office of the Governor of Current Department of Revenue Pennsylvania

9 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 57 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Office of the Secretary of State of Current Pennsylvania

Pennsylvania Higher Education Current Assistance Agency

Pentair Filtration Solutions LLC Pentair Filtration Solutions LLC Former Pentair, Inc. Current Pilot Travel Centers LLC FJ Management Inc. Current PJT Partners Inc. PJT Partners (UK) Limited Current PJT Partners Holdings LP Current Quantum Health Inc. Great Hill Partners Current Michael A. Kumin Current Republic Services Inc. Consolidated Disposal Service, LLC Closed Rotating Machinery Services Cortec Group Management Current Services, LLC Ryder Energy Distribution Corp. General Car & Truck Leasing Current System, Inc. Samsung Harman International Industries, Closed Incorporated

Samsung Current Samsung Austin Semiconductor, Current LLC Samsung Bioepis Co., Ltd. Current Samsung C&T America, Inc. Current Samsung Electronics America, Inc. Current Samsung Electronics Co., Ltd. Current Samsung Semiconductor, Inc. Current Samsung Telecommunications Former America, LLC Savage Services Corp. Savage Companies Current Serengeti Asset Management Serengeti Asset Management LP Closed Stantec Consulting Corp. Stantec Consulting Services Inc. Closed Sumter Transport Co. Kinderhook Capital Fund I, L.P. Closed Kinderhook Capital SBIC Fund I, Closed L.P. Kinderhook Industries LLC Current Teekay Chartering Ltd. Teekay Corporation Closed Teekay Offshore Partners L.P. Closed

10 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 58 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Texas, State of Greg Abbott, as Governor of Texas Closed Texas, State of, Comptroller Rolando Pablos, as Secretary of Closed State of Texas

State of Texas Closed Trinity Consultants Inc. Levine Leichtman Capital Partners Current LLC

TACH Holdings, Inc. Current United Site Services Platinum Equity, LLC Current United States, Government of the, Carmen Villar Prados, as the Closed Customs & Border Protection Executive Director of the Puerto Rico Highways & Transportation Authority United States, Government of the, Commonwealth of Puerto Rico Closed Delaware River Basin Commission United States, Government of the, Eddie Baza Calvo Closed Department of the Treasury United States, Government of the, Employees' Retirement System of Closed Department of the Treasury, the Government of the Internal Revenue Service Commonwealth of Puerto Rico

Government Development Bank of Closed Puerto Rico

Government of Guam Closed Konstantina Diamantopoulos Former Luis F. Cruz Batista, as Director of Closed the Office of Management and Budget of the Commonwealth of Puerto Rico Puerto Rico Aqueduct and Sewer Closed Authority Puerto Rico Fiscal Agency and Closed Financial Advisory Authority

Rep. William Ballard Hurd, as a Closed member of the United States Congress Rick Perry, as former Governor of Closed Texas

United States Department of Closed Homeland Security Univar USA Inc. Univar, Inc. Current

11 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 59 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Veolia North America Regeneration Transdev North America, Inc. Closed Veolia Water North America Veolia Environnement Closed Verizon Wireless GTE Wireless Closed Verizon Communications Inc. Current Verizon New England, Inc. Closed Verizon New York, Inc. Closed Verizon Washington, D.C., Inc. Closed Virginia, Commonwealth of, M. Kirkland Cox Current Department of Taxation

Virginia House of Delegates Current Western Surety Consolidated Container Company Current Western Surety Co. Windstream A.R.C. Networks, Inc. Current Allworx Corp. Current American Telephone Company, Current LLC ARC Networks, Inc. Current ATX Communications, Inc. Current ATX Licensing, Inc. Current ATX Telecommunications Services Current of Virginia, LLC

Birmingham Data Link, LLC Current BOB, LLC Current Boston Retail Partners LLC Current BridgeCom Holdings, Inc. Current BridgeCom International, Inc. Current BridgeCom Solutions Group, Inc. Current Broadview Networks of Current Massachusetts, Inc.

Broadview Networks of Virginia, Current Inc. Broadview Networks, Inc. Current Broadview NP Acquisition Corp. Current Buffalo Valley Management Current Services, Inc.

Business Telecom of Virginia, Inc. Current Business Telecom, LLC Current BV-BC Acquisition Corporation Current Cavalier IP TV, LLC Current 12 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 60 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Cavalier Services, LLC Current Cavalier Telephone Mid-Atlantic, Current L.L.C.

Cavalier Telephone, L.L.C. Current CCL Historical, Inc. Current Choice One Communications of Current Connecticut Inc.

Choice One Communications of Current Maine Inc.

Choice One Communications of Current Massachusetts Inc.

Choice One Communications of Current New York Inc.

Choice One Communications of Current Ohio Inc.

Choice One Communications of Current Pennsylvania Inc.

Choice One Communications of Current Rhode Island Inc.

Choice One Communications of Current Vermont Inc.

Choice One Communications Resale Current L.L.C.

Choice One of New Hampshire, Inc. Current Cinergy Communications Company Current of Virginia, LLC

Conestoga Enterprises, Inc. Current Conestoga Management Services, Current Inc. Conestoga Wireless Company Current Connecticut Broadband, LLC Current Connecticut Telephone & Current Communication Systems, Inc.

Conversent Communications Long Current Distance, LLC

Conversent Communications of Current Connecticut, LLC

Conversent Communications of Current Maine, LLC

13 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 61 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Conversent Communications of Current Massachusetts, Inc.

Conversent Communications of Current New Hampshire, LLC

Conversent Communications of Current New Jersey, LLC

Conversent Communications of Current New York, LLC

Conversent Communications of Current Pennsylvania, LLC

Conversent Communications of Current Rhode Island, LLC

Conversent Communications of Current Vermont, LLC

Conversent Communications Resale Current L.L.C.

CoreComm Communications, LLC Current CoreComm-ATX, Inc. Current CTC Communications Corporation Current CTC Communications of Virginia, Current Inc. D&E Communications, LLC Current D&E Management Services, Inc. Current D&E Networks, Inc. Current D&E Wireless, Inc. Current Deltacom, LLC Current Earthlink Business, LLC Current Earthlink Carrier, LLC Current Equity Leasing, Inc. Current Eureka Broadband Corporation Current Eureka Holdings, LLC Current Eureka Networks, LLC Current Eureka Telecom of VA, Inc. Current Eureka Telecom, Inc. Current Georgia Windstream, LLC Current Heart of the Lakes Cable Systems, Current Inc. Infocore, Inc. Current

14 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 62 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client InfoHighway Communications Current Corporation

Info-Highway International, Inc. Current InfoHighway of Virginia, Inc. Current Intellifiber Networks, LLC Current Iowa Telecom Data Services, L.C. Current Iowa Telecom Technologies, LLC Current IWA Services, LLC Current KDL Holdings, LLC Current LDMI Telecommunications, LLC Current Lightship Telecom, LLC Current MASSCOMM, LLC Current McLeodUSA Information Services Current LLC

McLeodUSA Purchasing, LLC Current McLeodUSA Telecommunications Current Services, L.L.C.

MPX, Inc. Current Nashville Data Link, LLC Current Network Telephone, LLC Current Norlight Telecommunications of Current Virginia, LLC

Oklahoma Windstream, LLC Current Open Support Systems, LLC Current PaeTec Communications of Current Virginia, LLC

PaeTec Communications, LLC Current PAETEC Holding, LLC Current PAETEC iTEL, L.L.C. Current PAETEC Realty LLC Current PAETEC, LLC Current PCS Licenses, Inc. Current Progress Place Realty Holding Current Company, LLC

RevChain Solutions, LLC Current SM Holdings, LLC Current Southwest Enhanced Network Current Services, LLC

Talk America of Virginia, LLC Current 15 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 63 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Talk America, LLC Current Teleview, LLC Current Texas Windstream, LLC Current The Other Phone Company, LLC Current TriNet, LLC Current TruCom Corporation Current US LEC Communications LLC Current US LEC of Alabama LLC Current US LEC of Florida LLC Current US LEC of Georgia LLC Current US LEC of Maryland LLC Current US LEC of North Carolina LLC Current US LEC of Pennsylvania LLC Current US LEC of South Carolina LLC Current US LEC of Tennessee LLC Current US LEC of Virginia LLC Current US Xchange Inc. Current US Xchange of Illinois, L.L.C. Current US Xchange of Indiana, L.L.C. Current US Xchange of Michigan, L.L.C. Current US Xchange of Wisconsin, L.L.C. Current Valor Telecommunications of Current Texas, LLC

WaveTel NC License Corporation Current WIN Sales & Leasing, Inc. Current Windstream Accucomm Networks, Current LLC

Windstream Accucomm Current Telecommunications, LLC

Windstream Alabama, LLC Current Windstream Arkansas, LLC Current Windstream Buffalo Valley, Inc. Current Windstream Business Holdings, Current LLC Windstream BV Holdings, LLC Current Windstream Cavalier, LLC Current Windstream Communications Current Kerrville, LLC

16 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 64 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Windstream Communications Current Telecom, LLC

Windstream Communications, LLC Current Windstream Concord Telephone, Current LLC Windstream Conestoga, Inc. Current Windstream CTC Internet Services, Current Inc.

Windstream D&E Systems, LLC Current Windstream D&E, Inc. Current Windstream Direct, LLC Current Windstream Eagle Holdings LLC Current Windstream Eagle Services, LLC Current Windstream EN-TEL, LLC Current Windstream Finance Corp. Current Windstream Florida, LLC Current Windstream Georgia Current Communications, LLC

Windstream Georgia Telephone, Current LLC Windstream Georgia, LLC Current Windstream Holding of the Current Midwest, Inc.

Windstream Holdings, Inc. Current Windstream Holdings, Inc. (LEAD Current DEBTOR)

Windstream Iowa Communications, Current LLC

Windstream Iowa-Comm, LLC Current Windstream IT-Comm, LLC Current Windstream KDL, LLC Current Windstream KDL-VA, LLC Current Windstream Kentucky East, LLC Current Windstream Kentucky West, LLC Current Windstream Kerrville Long Current Distance, LLC

Windstream Lakedale Link, Inc. Current Windstream Lakedale, Inc. Current Windstream Leasing, LLC Current

17 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 65 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Windstream Lexcom Current Communications, LLC

Windstream Lexcom Entertainment, Current LLC

Windstream Lexcom Long Current Distance, LLC

Windstream Lexcom Wireless, LLC Current Windstream Mississippi, LLC Current Windstream Missouri, LLC Current Windstream Montezuma, LLC Current Windstream Nebraska, Inc. Current Windstream Network Services of Current the Midwest, Inc.

Windstream New York, Inc. Current Windstream Norlight, LLC Current Windstream North Carolina, LLC Current Windstream NorthStar, LLC Current Windstream NTI, LLC Current Windstream NuVox Arkansas, LLC Current Windstream NuVox Illinois, LLC Current Windstream NuVox Indiana, LLC Current Windstream NuVox Kansas, LLC Current Windstream NuVox Missouri, LLC Current Windstream NuVox Ohio, LLC Current Windstream NuVox Oklahoma, Current LLC Windstream NuVox, LLC Current Windstream of the Midwest, Inc. Current Windstream Ohio, LLC Current Windstream Oklahoma, LLC Current Windstream Pennsylvania, LLC Current Windstream Services, LLC Current Windstream SHAL Networks, Inc. Current Windstream SHAL, LLC Current Windstream Shared Services, LLC Current Windstream South Carolina, LLC Current Windstream Southwest Long Current Distance, LLC

Windstream Standard, LLC Current

18 KE 63311045 Case 19-11626-KG Doc 141 Filed 08/01/19 Page 66 of 66

Name of Entity and/or Affiliate of Name of Entity Searched Status Entity, that is a K&E Client Windstream Sugar Land, LLC Current Windstream Supply, LLC Current Windstream Systems of the Current Midwest, Inc.

Windstream Western Reserve, LLC Current Xeta Technologies, Inc. Current WR Grace & Co. W.R. Grace & Company Current WR Grace & Co. - Construction Products Division Xerox Corp. Xerox Corp. Current

19 KE 63311045