Locke Lord Llp As Counsel to the Debtors for Services Rendered and Reimbursement of Expenses Incurred June 27, 2021 Through June 30, 2021

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 1 of 17

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

§ In re: § Chapter 11 § AGILON ENERGY HOLDINGS II LLC, et al. § Case No. 21-32156 (MI) § Debtors.1 § (Jointly Administered) §

FIRST MONTHLY FEE STATEMENT OF LOCKE LORD LLP AS COUNSEL TO THE DEBTORS FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED JUNE 27, 2021 THROUGH JUNE 30, 2021

Name of Applicant: Locke Lord LLP Applicant’s Role in Case: Counsel to the Debtors Date Order of Employment Signed: August 20, 2021 [Docket No. 147] Beginning of Period End of Period Time period covered by this Statement: June 27, 2021 June 30, 2021 Summary of Fees and Expenses Billed in this Statement Total professional fees billed in this statement: $32,294.00 Total professional fees requested in this statement (80%): $25,835.20 Reimbursable expenses requested in this statement: $5.40 Total amount of fees and expenses requested in this statement $25,840.60 (80% professional fees and 100% expenses):

1 The debtors and debtors in possession in these Chapter 11 Cases, along with the last four digits of their respective Employer Identification Numbers, are as follows: Agilon Energy Holdings II LLC (3389), Case No. 21-32156; Victoria Port Power LLC (4894), Case No. 21-32157; and Victoria City Power LLC (4169), Case No. 21-32158. The Debtors’ mailing address is: 480 Wildwood Forest Drive, Suite 475, Spring, Texas 77380.

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 2 of 17

Pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy

Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule

2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the Southern District of Texas (the “Local Rules”), the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 144]

(the “Interim Compensation Order”), and the Order Authorizing the Employment and Retention of Locke Lord LLP as Attorneys for the Debtors and Debtors in Possession Effective June 27, 2021

[Docket No. 147], the law firm of Locke Lord LLP (“Locke Lord”), as counsel to the Agilon

Energy Holdings II LLC, Victoria Port Power LLC, and Victoria City Power LLC (collectively, the “Debtors”) in these jointly-administered chapter 11 cases, hereby files its First Monthly Fee

Statement seeking compensation for fees and expenses incurred from June 27, 2021, through June

30, 2021 (the “Monthly Fee Statement”). Based on the Monthly Fee Statement and pursuant to the Interim Compensation Order, Locke Lord seeks payment of eighty percent of its fees for professional services rendered to the Debtors (eighty percent of $32,294.00, which is $25,835.20) and reimbursement of its actual and necessary expenses ($5.40), for a total of $25,840.60 for the period from June 27, 2021, through and including June 30, 2021 (the “Fee Period”).

Itemization of Services Rendered and Disbursements Incurred

1. In support of this Monthly Fee Statement, attached are the following exhibits:

 Exhibit A is a schedule of the number of hours expended and fees incurred (on an aggregate basis) by Locke Lord attorneys and paraprofessionals during the Fee Period with respect to each of the standard Task Codes.

 Exhibit B is a schedule providing relevant information about the Locke Lord attorneys and paraprofessionals for whose work for the Debtors compensation is sought through this Monthly Fee Statement.

 Exhibit C is a schedule setting out the total amount of reimbursement sought with respect to each category of expenses for which Locke Lord seeks reimbursement

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 3 of 17

through this Monthly Fee Statement. All of these disbursements comprise the requested sum for Locke Lord’s out-of-pocket expenses.

 Exhibit D is the detailed description of the fees and expenses incurred by Locke Lord during the Fee Period in rendering professional services to the Debtors.

Notice and Objection Procedures

2. In accordance with the Interim Compensation Order, this Monthly Fee Statement has been served via electronic mail upon the following parties (collectively, the “Fee Notice

Parties”):

(a) The Debtors c/o Agilon Energy Holdings II LLC, Attn: Hugh Smith ([email protected]);

(b) The attorneys for the Debtors, Locke Lord LLP, Attn: Elizabeth M. Guffy and Simon R. Mayer ([email protected], and [email protected]);

(c) The attorneys for the Senior Secured Noteholders, (A) Morgan, Lewis & Bockius LLP, Attn: Julia Frost-Davies, David Lawton, and David M. Riley ([email protected], [email protected], and [email protected]) and

(B) Gray Reed & McGraw LLP, Attn: Paul D. Moak and Amber M. Carson ([email protected] and [email protected]);

(d) The Office of the United States Trustee for the Southern District of Texas, Attn: Stephen Statham and Jana S. Whitworth ([email protected] and [email protected]); and

(e) The proposed attorneys for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Michael Warner and Benjamin Wallen ([email protected] and [email protected]).

3. Pursuant to the Interim Compensation Order, objections to this Monthly Fee

Statement (an “Objection”), if any, must be served upon the Fee Notice Parties and Locke Lord no later than fourteen (14) days after service of this Monthly Fee Statement (the “Objection

Deadline”), setting forth the precise nature of, and basis for, the Objection and the amount of fees or expenses at issue. Upon the expiration of the Objection Deadline, the Debtors will be authorized

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 4 of 17

and directed to pay Locke Lord an amount equal to the lesser of (a) eighty percent (80%) of the fee and one hundred percent (100%) of the expenses requested in this Monthly Fee Statement, and

(b) the aggregate amount of fees and expenses not subject to Objection.

4. All fees and expenses in this Monthly Fee Statement will be included in the next interim fee application for compensation and reimbursement of expenses to be filed and served by

Locke Lord at a later date.

Representations

5. Although Locke Lord has used its reasonable best efforts to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Monthly

Fee Statement due to delays caused by accounting and processing during the Fee Period. Locke

Lord reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent Monthly Fee Statements will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation

Order.

Locke Lord requests payment of its fees and expenses incurred during the Fee Period in the total amount of $25,840.60, consisting of $25,835.20, which is 80% of the fees for reasonable and necessary professional services rendered by Locke Lord to the Debtors, and $5.40 for actual necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the chapter 11 cases.

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 5 of 17

Dated: August 27, 2021

Respectfully submitted,

/s/ Simon R. Mayer Elizabeth M. Guffy Texas Bar No. 08592525 Simon R. Mayer Texas Bar No. 24060243 LOCKE LORD LLP 600 Travis St., Suite 2800 Houston, TX 77002 Telephone: (713) 226-1200 Facsimile: (713) 223-3717 Email: [email protected] [email protected]

Attorneys for Agilon Energy Holdings II LLC, et al.

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 6 of 17

CERTIFICATE OF SERVICE

I hereby certify that on August 27, 2021, a true and correct copy of the foregoing document was filed and served (i) via the Court’s electronic case filing and noticing system to all parties registered to receive electronic notices in this matter and (ii) via electronic mail on the following Fee Notice Parties in accordance with the Interim Compensation Order:

(a) The Debtors c/o Agilon Energy Holdings II LLC,

Attn: Hugh Smith ([email protected]);

(b) The attorneys for the Debtors, Locke Lord LLP, Attn: Elizabeth M. Guffy and Simon R. Mayer ([email protected], and [email protected]);

(B) Gray Reed & McGraw LLP, Attn: Paul D. Moak and Amber M. Carson ([email protected] and [email protected]);

(d) The Office of the United States Trustee for the Southern District of Texas, Attn: Stephen Statham and Jana S. Whitworth ([email protected] and [email protected]); and

(e) The proposed attorneys for the Creditors’ Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Michael Warner and Benjamin Wallen ([email protected] and [email protected]).

/s/ Simon R. Mayer Simon R. Mayer

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 7 of 17

EXHIBIT A

Summary of Legal Fees for the Fee Period

Task Task Number of Amount of Code Description Hours Fees

B110 Case Administration 12.8 $10,629.50 B150 Meetings and Communications with Creditors 0.5 $395.00 B160 Professional Retention/Employment/Fee Applications 7.4 $6,260.00 B185 Assumption / Rejection of Leases 0.7 $587.50 B210 Business Operations 7.7 $6,462.50 B230 Financing / Cash Collections 7.5 $6,511.50 B310 Claims Administration 1.6 $1,448.00

TOTALS: 38.2 $32,294.00

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 8 of 17

EXHIBIT B

Summary of Hours Billed by Locke Lord Attorneys and Paraprofessionals

Timekeeper Title Year Department Hourly Total Total Fees Admitted Billing Rate Hours Billed Elizabeth M. Guffy Senior Counsel 1987 Litigation $905.00 18.4 $16,652.00 Simon R. Mayer Senior Counsel 2007 Litigation $790.00 19.5 $15,642.00

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 9 of 17

EXHIBIT C

Summary of Expenses for the Fee Period

Expense Category Service Provider(s) Total Expenses Administrative Office of the PACER Online Research $5.40 U.S. Courts

TOTAL: $5.40

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 10 of 17

EXHIBIT D

Detailed Description of Fees, Expenses and Disbursements

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 11 of 17 3400 JPMorgan Chase Tower 600 Travis Houston, TX 77002 Telephone: (713) 226-1200 Fax: (713) 223-3717 www.lockelord.com Tax ID: 74-1164324

Agilon Energy July 16, 2021 5850 San Felipe Road Invoice No.: 1663109 Suite 601 Houston, TX 77057

Total amount due for the legal fees and expenses rendered in connection with the referenced matter through July 31, 2021 $32,299.40

File Number: 0030084.00002 Re: Chapter 11 Filings

B110 Case Administration ATTY HOURS VALUE B110 06/27/21 Work on equity Ownership statements for creditors (.6); work on SRM 2.90 2,291.00 Notice of Designation of Complex Case (.5). Phone call with proposed DIP lender counsel (.6); work on motion for joint administration (.8); See to filing of pleadings (.4). B110 06/27/21 Review filed petitions and related documents (.50); telephone EG 1.20 1,086.00 conference with counsel for Prudential regarding financing needs and additional pleadings to be filed (.50); email to ProEnergy counsel regarding chapter 11 filings and stay of Monday's hearing (.20); revised draft suggestion of bankruptcy to be filed in ProEnergy litigation (.30). B110 06/28/21 Arranged for filing of suggestion of bankruptcy in ProEnergy litigation EG 3.30 2,986.50 (.20); exchange email with ProEnergy counsel regarding same (.10); telephone conference with state court coordinator regarding status of ProEnergy litigation (.10); exchange email with Hugh Smith regarding pending issues to be addressed (.30); review draft motion for joint administration (.10); review information regarding potential noticing agent (.30); telephone conference with Millie Aponte Sall regarding background of chapter 11 cases and pending issues (.50); exchange email with counsel for Prudential regarding status of ProEnergy litigation and related matters (.30); conference call with Stephen Statham and Jana Whitworth regarding status and pending issues (.50); review draft master service list and noted additions to be made (.40); exchange email with counsel for Prudential regarding revisions to master service list (.10); drafted outline for narrative for initial motions and email to Loretta Cross regarding same.

Atlanta  Austin  Boston  Brussels  Chicago  Cincinnati  Dallas  Hartford  Houston  London  Los Angeles  Miami New Orleans  New York  Princeton  Providence  San Francisco  Stamford  Washington DC  West Palm Beach

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 12 of 17 Agilon Energy Invoice Date: July 16, 2021 File No.: 0030084.00002 Invoice No.: 1663109 Page: 2

B110 Case Administration ATTY HOURS VALUE B110 06/28/21 Work on, finalize and see to filing of motion for joint administration SRM 2.20 1,738.00 (1.9); amend order per request from UST and see to filing of same with redline (.3). B110 06/28/21 Work on creditor issues and service related matters. Identification of SRM 1.70 1,343.00 creditor addresses and attorney information. B110 06/28/21 Conference call with UST Office. SRM 0.50 395.00 B110 06/28/21 Work on issues raised by Prudential regarding service and creditor SRM 0.60 474.00 list. B110 06/29/21 Address service issues related to motion for joint administration. SRM 0.30 237.00 B110 06/29/21 Confirm service and see to filing of certificate of service. SRM 0.10 79.00 12.80 $10,629.50

B150 Meetings & Communications with ATTY HOURS VALUE B150 06/29/21 Address creditor issues raised by counsel. SRM 0.50 395.00 0.50 $395.00

B160 Fee/Employment Applications ATTY HOURS VALUE B160 06/28/21 Exchange email with Grant Thornton regarding form of retention EG 0.30 271.50 application (.30). B160 06/29/21 Work on application to employ claims and noticing agent (2.5). Email SRM 2.70 2,133.00 noticing agents regarding cost estimates (.2). B160 06/29/21 Review draft engagement letter and scope of work proposed by EG 0.80 724.00 Grant Thornton (.20); exchange email with Steve Statham regarding same (.20); telephone conference with Steve Statham regarding provisions for orders on retention of professionals (.30); telephone conference with Loretta Cross regarding same (.10). B160 06/30/21 Conference call with Debtors' professionals and CRO. SRM 1.10 869.00 B160 06/30/21 Exchange email with Grant Thornton and counsel for Prudential EG 1.60 1,448.00 regarding quotes received from prospective noticing agents (.40); conference call with Hugh Smith and Loretta Cross regarding proposed engagement agreements with investment banker, asset manager, and CRO (1.0); exchange email with counsel for Prudential regarding proposed engagement letter for Grant Thornton and investment banker (.20). B160 06/30/21 Review revised proposal from Stretto (.30); review comments and EG 0.90 814.50 proposed revisions to engagement agreements with investment banker and with asset manager (.30); analyze additional information needed for retention applications (.30). 7.40 $6,260.00

B185 Assumption/Rejection of Leases/ ATTY HOURS VALUE B185 06/30/21 Review notice from Shell regarding termination of agreements and EG 0.30 271.50 analyze issues presented (.30). B185 06/30/21 Analyze insurance contract and executory contract issue. SRM 0.40 316.00

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 13 of 17 Agilon Energy Invoice Date: July 16, 2021 File No.: 0030084.00002 Invoice No.: 1663109 Page: 3

B185 Assumption/Rejection of Leases/ ATTY HOURS VALUE 0.70 $587.50

B210 Business Operations ATTY HOURS VALUE B210 06/28/21 Work on utilities motion and related order. SRM 2.20 1,738.00 B210 06/28/21 Telephone conference with Josh Judd regarding status and EG 1.00 905.00 anticipated filings (.40). Continue analysis of additional issues to be addressed regarding business operations (.60). B210 06/29/21 Continue working on utility motion and related order. SRM 2.20 1,738.00 B210 06/29/21 Review draft utilities motion (.40); prepare materials for motion to EG 1.40 1,267.00 approve management services agreement and review proposed agreement (.40); telephone conference with Josh Judd regarding proposed meeting with ProEnergy (.20); telephone conference with Hugh Smith regarding notice from permitting authority and related issues to be addressed (.30); email to Prudential counsel regarding bank account information needed (.10). B210 06/30/21 Review proposed language to be included in utilities motion and other EG 0.90 814.50 motions (.20); exchange email with Prudential counsel regarding same (.10); analysis of issues regarding suspended insurance policy (.20); review contract for water supply and analyze issues presented (.40). 7.70 $6,462.50

B230 Financing/Cash Collections ATTY HOURS VALUE B230 06/27/21 Telephone conference with case manager regarding filing and EG 0.50 452.50 potential hearing needed (.20). B230 06/28/21 Review spreadsheet regarding funding needed (.30); telephone EG 1.50 1,357.50 conference with Hugh Smith regarding same (.70); telephone conference with Loretta Cross regarding budget needed and related issues (.50). B230 06/29/21 Exchange email regarding draft interim financing term sheet (.20); EG 0.60 543.00 begin review of term sheet (.40). B230 06/30/21 Conference call regarding interim DIP budget and related issues EG 2.50 2,262.50 (1.0); exchange email with counsel for Prudential regarding status (.20); exchange email with Joe Epstein regarding inclusion of lease payments in draft budget (.10); conference call with counsel for Prudential regarding DIP issues and payments to be made (1.2). B230 06/30/21 Analyze email from counsel for DIP lender regarding language to SRM 0.20 158.00 include in interim orders. B230 06/30/21 Analyze proposed DIP term sheet. SRM 1.90 1,501.00 B230 06/30/21 Prepare for call with counsel for proposed DIP lender. SRM 0.30 237.00 7.50 $6,511.50

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 14 of 17 Agilon Energy Invoice Date: July 16, 2021 File No.: 0030084.00002 Invoice No.: 1663109 Page: 4

B310 Claims Administration and Objec ATTY HOURS VALUE B310 06/29/21 Review demand notices received (.20); exchange email with Hugh EG 1.60 1,448.00 Smith regarding same (.10); analysis of issues presented by prepetition settlement of state court litigation (.70); review class action lawsuit and drafted email to plaintiffs' counsel regarding chapter 11 filing (.30); review demand notices from trade creditors and analyze issues raised (.30). 1.60 $1,448.00

TOTAL FEES $32,294.00

TIMEKEEPER SUMMARY:

B110 Case Administratio /*/ B110 EG B110 E. Guffy Senior $905.00 4.50 $4,072.50 Counsel SRM B110 S.R. Mayer Senior $790.00 8.30 $6,557.00 Counsel 12.80 $10,629.50

B150 Meetings & Communi /*/ B150 SRM B150 S.R. Mayer Senior $790.00 0.50 $395.00 Counsel 0.50 $395.00

B160 Fee/Employment App /*/ B160 EG B160 E. Guffy Senior $905.00 3.60 $3,258.00 Counsel SRM B160 S.R. Mayer Senior $790.00 3.80 $3,002.00 Counsel 7.40 $6,260.00

B185 Assumption/Rejecti /*/ B185 EG B185 E. Guffy Senior $905.00 0.30 $271.50 Counsel SRM B185 S.R. Mayer Senior $790.00 0.40 $316.00 Counsel 0.70 $587.50

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 15 of 17 Agilon Energy Invoice Date: July 16, 2021 File No.: 0030084.00002 Invoice No.: 1663109 Page: 5

B210 Business Operation /*/ B210 EG B210 E. Guffy Senior $905.00 3.30 $2,986.50 Counsel SRM B210 S.R. Mayer Senior $790.00 4.40 $3,476.00 Counsel 7.70 $6,462.50

B230 Financing/Cash Col /*/ B230 EG B230 E. Guffy Senior $905.00 5.10 $4,615.50 Counsel SRM B230 S.R. Mayer Senior $790.00 2.40 $1,896.00 Counsel 7.50 $6,511.50

B310 Claims Administrat /*/ B310 EG B310 E. Guffy Senior $905.00 1.60 $1,448.00 Counsel 1.60 $1,448.00

TIMEKEEPER SUMMARY TOTALS 38.20 $32,294.00

DATE EXPENSES VALUE PACER Online Research 5.40 TOTAL EXPENSES $5.40

TOTAL FEES $32,294.00

TOTAL EXPENSES $5.40

TOTAL FEES AND EXPENSES $32,299.40

PLEASE REMIT PAYMENT:

Via US Mail: Via ACH: Via Wire: Locke Lord LLP ABA Routing: 111000614 ABA Routing: 021000021 P.O. Box 301170 Account: 101203546 Swift Code (International): CHASUS33 Dallas, Texas 75303-1170 Account Name: Locke Lord LLP Account: 00101203546 Bank Name: JPMorgan Chase Bank, N.A. Bank: JPMorgan Chase Bank, N.A. 712 Main Street, Houston, TX 77002 Reference: LL Invoice Number / Matter

If you wish to remit payment via ACH, please contact the Firm’s treasury department at [email protected].

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 16 of 17 Agilon Energy Invoice Date: July 16, 2021 File No.: 0030084.00002 Invoice No.: 1663109 Page: 6

Locke Lord LLP will never submit an email to its clients requesting a change to payment remittance instructions. Please contact the Firm’s treasury department at [email protected] or Firm’s attorney should you receive such a request.

This statement is due upon receipt. Please call E. Guffy of this firm if you have questions concerning legal services covered by it or if you dispute the amount of the statement. Our Accounting Department (713) 226-1129 can answer questions concerning payments on your account.

Case 21-32156 Document 163 Filed in TXSB on 08/27/21 Page 17 of 17

3400 JPMorgan Chase Tower 600 Travis Houston, TX 77002 Telephone: (713) 226-1200 Fax: (713) 223-3717 www.lockelord.com Tax ID: 74-1164324

Agilon Energy July 16, 2021 5850 San Felipe Road Invoice No.: 1663109 Suite 601 Houston, TX 77057

REMITTANCE ADVICE

Total amount due for the legal fees and expenses rendered in connection with the referenced matter through July 31, 2021

File Number: 0030084.00002 RE: Chapter 11 Filings

Total Fees ...... $32,294.00

Total Expenses ...... $5.40

Total Due this Statement ...... $32,299.40

PLEASE REMIT PAYMENT:

If you wish to remit payment via ACH, please contact the Firm’s treasury department at [email protected].