UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION ) Chapter 11 In re: ) ) Case No. 18-50757 FIRSTENERGY SOLUTIONS CORP., et al., 1 ) (Jointly Administered) ) Debtors. ) ) Hon. Judge Alan M. Koschik ) APPLICATION OF DEBTORS FOR APPOINTMENT OF MIDDLE RIVER POWER, LLC AS TECHNICAL ADVISOR TO THE DEBTORS EFFECTIVE AS OF NOVEMBER 1, 2018 FirstEnergy Solutions Corp., and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in the above captioned chapter 11 cases, file this application (the “Application”) for entry of an order, substantially in the form of Exhibit A (the “Retention Order”) to employ and compensate Middle River Power, LLC, (“Middle River”) pursuant to sections 105(a), 327(a) and 328(a) of the United States Bankruptcy Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2016-1 of the United States Bankruptcy Court Northern District of Ohio Local Rules (the “Local Rules”) to provide Consulting Services (as defined below) to the Debtors, effective as of November 1, 2018. In support of this Application, the Debtors refer to and rely upon the Declaration of James Suehr in Support of Debtors’ Application for Appointment of Middle River Power, LLC as Technical Advisor Effective November 1, 2018 (the “Suehr Declaration”) attached hereto as Exhibit B. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: FE Aircraft Leasing Corp. (9245), case no. 18-50759; FirstEnergy Generation, LLC (0561), case no. 18-50762; FirstEnergy Generation Mansfield Unit 1 Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. 18-50760; FirstEnergy Nuclear Operating Company (1483), case no. 18-50761; FirstEnergy Solutions Corp. (0186), and Norton Energy Storage L.L.C. (6928), case no. 18-50764. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320. 18-50757-amk Doc 1876 FILED 12/21/18 ENTERED 12/21/18 12:48:00 Page 1 of 11
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UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF OHIO EASTERN DIVISION
) Chapter 11 In re: ) ) Case No. 18-50757 FIRSTENERGY SOLUTIONS CORP., et al.,1 ) (Jointly Administered) ) Debtors. ) ) Hon. Judge Alan M. Koschik )
APPLICATION OF DEBTORS FOR APPOINTMENT OF MIDDLE RIVER POWER, LLC AS TECHNICAL ADVISOR
TO THE DEBTORS EFFECTIVE AS OF NOVEMBER 1, 2018
FirstEnergy Solutions Corp., and its debtor affiliates, as debtors and debtors in possession
(collectively, the “Debtors”) in the above captioned chapter 11 cases, file this application (the
“Application”) for entry of an order, substantially in the form of Exhibit A (the “Retention
Order”) to employ and compensate Middle River Power, LLC, (“Middle River”) pursuant to
sections 105(a), 327(a) and 328(a) of the United States Bankruptcy Code (the “Bankruptcy
Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy
Rules”), and Rule 2016-1 of the United States Bankruptcy Court Northern District of Ohio Local
Rules (the “Local Rules”) to provide Consulting Services (as defined below) to the Debtors,
effective as of November 1, 2018. In support of this Application, the Debtors refer to and rely
upon the Declaration of James Suehr in Support of Debtors’ Application for Appointment of
Middle River Power, LLC as Technical Advisor Effective November 1, 2018 (the “Suehr
Declaration”) attached hereto as Exhibit B.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: FE Aircraft Leasing Corp. (9245), case no. 18-50759; FirstEnergy Generation, LLC (0561), case no. 18-50762; FirstEnergy Generation Mansfield Unit 1 Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. 18-50760; FirstEnergy Nuclear Operating Company (1483), case no. 18-50761; FirstEnergy Solutions Corp. (0186), and Norton Energy Storage L.L.C. (6928), case no. 18-50764. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320.
15. To the best of the Debtors’ knowledge, Middle River has no connection with any
Debtor, creditors, other parties-in-interest, or their attorneys or accountants, except with respect
to the now-concluded engagement by the Ad Hoc Noteholder Group, and as otherwise set forth
in this Application, the Suehr Declaration, or in matters unrelated to the Debtors or the cases.
SERVICES TO BE PROVIDED BY MIDDLE RIVER
16. The Debtors seek to retain Middle River to conduct certain operational advisory
services including:
• working with the Debtors’ management to negotiate fuel supply agreements across the fossil fleet;
• improving on existing plant business plans, including developing forced outage rate targets and related maintenance and capital spending plans;
• identifying opportunities to outsource existing shared services functions and implement cost reductions; and
• assisting in the transfer and integration of the Pleasants plant, to the extent the Debtors determine to take ownership of the facility (collectively, the “Consulting Services”).3
17. The Debtors believe that the employment of Middle River is in the best interest of
the Debtors and their creditors.
18. Middle River will submit time records in a summary format which shall set forth
a description of the services and the amount of time spent on each date by each professional in
rendering services on behalf of the Debtors.
19. Middle River has agreed not to share with any person the compensation to be paid
for services rendered in connection with these cases.
3 Middle River will also provide services as a declarant in making factual statements in motions in connection with the Pleasants plant and other of FES’s assets.
37. Furthermore, under the Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, certain modifications were made to section 328(a) of the Bankruptcy Code, which
now provides as follows:
The trustee, or a committee appointed under section 1102 of this title, with the court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly bases, on a fixed percentage fee basis, or on a contingent fee basis.
38. 11 U.S.C. § 328(a). Section 328(a) of the Bankruptcy Code, as amended, makes
clear that debtors may retain, subject to bankruptcy court approval, professionals on a fixed fee
basis. Additionally, as indicated above, notwithstanding their retention pursuant to section
328(a) of the Bankruptcy Code, Middle River intends to submit applications for payment of
compensation in these chapter 11 cases.
NO PRIOR REQUEST
39. No prior request for the relief sough in this Application has been made to this or
any other Court in connection with these Chapter 11 cases.
WHEREFORE, the Debtors respectfully request entry of an order, substantially in the
form attached hereto as Exhibit A, granting the relief requested herein and granting such other
Respectfully submitted, /s/ Bridget A. Franklin BROUSE MCDOWELL LPA Marc B. Merklin (0018195) Kate M. Bradley (0074206) Bridget A. Franklin (0083987) 388 South Main Street, Suite 500 Akron, OH 44311-4407 Telephone: (330) 535-5711 Facsimile: (330) 253-8601 [email protected][email protected][email protected] - and - AKIN GUMP STRAUSS HAUER & FELD LLP Ira Dizengoff (admitted pro hac vice) Lisa Beckerman (admitted pro hac vice) Brad Kahn (admitted pro hac vice) One Bryant Park New York, New York 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 [email protected][email protected][email protected] - and - Scott Alberino (admitted pro hac vice) Kate Doorley (admitted pro hac vice) 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 [email protected][email protected]
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO
EASTERN DIVISION ) Chapter 11 In re: ) ) Case No. 18-50757 FIRSTENERGY SOLUTIONS CORP., et al.,1 ) (Jointly Administered) ) Debtors. ) ) Hon. Judge Alan M. Koschik )
ORDER AUTHORIZING RETENTION AND APPOINTMENT OF MIDDLE RIVER POWER, LLC AS TECHNICAL ADVISOR
TO THE DEBTORS EFFECTIVE AS OF NOVEMBER 1, 2018
Upon the application (the “Application”)2 [Docket No. __] of the above-captioned debtors
and debtors in possession (collectively, the “Debtors”) for retention and appointment of Middle
River Power, LLC (“Middle River”) as technical advisor pursuant to sections 327(a) and 328(a) of
the Bankruptcy Code (the “Bankruptcy Code”), Rules 2014(a) and 2016(a) of the Federal Rules of
Bankruptcy Procedure the (“Bankruptcy Rules”), and Local Rule 2016-1; and the Court having
jurisdiction to consider the Application and relief requested therein pursuant to 28 U.S.C. §§ 157
and 1334; and consideration of the Application and the relief requested therein being a core
proceeding in accordance with 28 U.S.C. § 157(b)(2); and venue being proper in this District
pursuant to 28 U.S.C. §§ 1408 and 1409; and a hearing having been held to consider the relief
requested in the Application; and upon the Suehr Declaration submitted in support of the
Application; and the Court being satisfied that Middle River has the capability and experience to
provide such services and that Middle River does not hold an interest adverse to the Debtors or the
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: FE Aircraft Leasing Corp. (9245), case no. 18-50759; FirstEnergy Generation, LLC (0561), case no. 18-50762; FirstEnergy Generation Mansfield Unit 1 Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. 18-50760; FirstEnergy Nuclear Operating Company (1483), case no. 18-50761; FirstEnergy Solutions Corp. (0186), and Norton Energy Storage L.L.C. (6928), case no. 18-50764. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
(i) the guidelines promulgated by the U.S. Trustee for compensation and reimbursement of
expenses and (ii) approval by the Bankruptcy Court under sections 330 and 331 of the Bankruptcy
Code. Notwithstanding the foregoing, Middle River shall only be reimbursed for any legal fees
incurred in connection with these chapter 11 cases to the extent permitted under applicable law
and the decisions in this District.
7. The Debtors shall be bound by the indemnification, contribution, reimbursement,
exculpation, and other provisions of the Engagement Letter, and will indemnify and hold harmless
Middle River and its affiliates, and its and their respective directors, officers, members, agents,
employees, and controlling persons, and each of their respective successors and assigns
(collectively, the “Indemnified Parties”), pursuant to the terms of the Engagement Letter and,
during the pendency of these chapter 11 cases, subject to the following conditions:
(a) subject to the provisions of subparagraphs (b) and (c) below, the Debtors are authorized to indemnify, and to provide contribution and reimbursement to, and shall indemnify, and provide contribution and reimbursement to, the Indemnified Parties in accordance with the Engagement Letter for any claim arising from, related to, or in connection with the services provided for in the Engagement Letter;
(b) notwithstanding subparagraph (a) above or any provisions of the Engagement Letter to the contrary, the Debtors shall have no obligation to indemnify an Indemnified Party or provide contribution or reimbursement to an Indemnified Party (i) for any claim or expense that is judicially determined (the determination having become final) to have arisen from such Indemnified Person’s bad faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct, (ii) for a contractual dispute in which the Debtors allege the breach of Middle River’s contractual obligations if the Court determines that indemnification, contribution, or reimbursement would not be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003), or (iii) for any claim or expense that is settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which such Indemnified Party should not receive indemnity, contribution or reimbursement under the terms of the Engagement Letter, as modified by this Order; and
(c) if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Debtors’ cases (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing the Debtors’ chapter 11 cases, Middle River believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution and/or reimbursement obligations under the Engagement Letter, as modified by this Order, including without limitation the advancement of defense costs, Middle River must file an application therefore in this Court, and the Debtors may not pay any such amounts to Middle River before the entry of an order by this Court approving such payment. This subparagraph (c) is intended only to specify the period during which the Court shall have jurisdiction over any request by Middle River for indemnification, contribution or reimbursement and is not a provision limiting the duration of the Debtors’ obligation to indemnify.
8. The Debtors and Middle River are authorized to take all actions necessary to
effectuate the relief granted pursuant to this Order in accordance with the Application.
9. Notwithstanding any term in the Engagement Letter to the contrary, the Court
retains jurisdiction with respect to all matters arising from or related to the implementation of this
Order.
10. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order
shall be immediately effective and enforceable upon its entry.
11. Notice of the Application as provided therein shall be deemed good and sufficient
notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the Local Rules
of the United States Bankruptcy Court for the Northern District of Ohio are satisfied by such
notice.
12. In the event of any inconsistency between the Engagement Letter, the Application
SUBMITTED BY: /s/ BROUSE MCDOWELL LPA Marc B. Merklin (0018195) Kate M. Bradley (0074206) Bridget A. Franklin (0083987) 388 South Main Street, Suite 500 Akron, OH 44311-4407 Telephone: (330) 535-5711 Facsimile: (330) 253-8601 [email protected][email protected][email protected] - and - AKIN GUMP STRAUSS HAUER & FELD LLP Ira Dizengoff (admitted pro hac vice) Lisa Beckerman (admitted pro hac vice) Brad Kahn (admitted pro hac vice) One Bryant Park New York, New York 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 [email protected][email protected][email protected] - and - Scott Alberino (admitted pro hac vice) Kate Doorley (admitted pro hac vice) 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 [email protected][email protected] Counsel for Debtors and Debtors in Possession
One Bryan Park New York, NY 10036 Re: First Energy Solutions Corp. Engagement of Middle River Power, LLC
This engagement letter confirms that FirstEnergy Solutions Corp. (“FES” and along with its affiliates that are chapter 11 debtors in the jointly administered cases of FES, collectively, the “Client”) have engaged Middle River Power, LLC, a Delaware limited liability company (“MRP”) as technical advisor to perform the services described below.
Scope of Services
MRP is hereby engaged effective as of November 1, 2018 by the Client to perform the services set forth on Exhibit A attached hereto (the “Services”).
Deliverables
MRP expects to provide the Client with certain written material prepared for and delivered to the Client under this engagement letter (“deliverables”) as described on Exhibit A.
The Client will own all deliverables except as follows: MRP will own its working papers, pre-existing materials and any general skills, know-how, processes, or other intellectual property which MRP may have discovered or created as a result of the Services. The Client has a
nonexclusive, non-transferable license to use such materials included in the deliverables for its own internal use as part of such deliverables.
In addition to deliverables, MRP may develop electronic materials (including spreadsheets, documents, databases and other tools) to assist MRP with the Services (the “Electronic
Materials ,” and with the deliverables, the “Work Product”). Any Work Product made available to the Client is provided “as is” and use of these materials is at such receiving party’s
First Energy Solutions Corp. December 20, 2018 Page 2
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Use of Deliverables and Services
MRP is providing the Services and Work Product solely for the Client’s internal use and benefit. Except as provided herein, the Services and deliverables are not for a third party’s use, benefit or
reliance, and MRP disclaims any contractual or other responsibility or duty of care to others based upon these Services or deliverables provided. Except as provided herein, the Client shall not discuss the Services with or disclose the Work Product to any third party, or otherwise disclose the Services or deliverables without MRP’s prior written consent.
MRP shall: (i) use reasonable best efforts to provide notice to Client (and its legal and financial advisors) with respect to its diligence, informational, or similar meetings, calls, or sessions, in
relation to the Services; (ii) respond to all reasonable requests from the Client (or its legal and financial advisors) for further analyses, and (iii) be available for calls and/or meetings with the Client (and its legal and financial advisors) to explain its findings and analyses.
Client shall advise in writing each of its third-party professional advisors (including accountants, attorneys, financial and other advisors) that will be viewing or using any Work Product: (i) that MRP did not perform the Services or prepare deliverables for such advisors’ use, benefit or
reliance and MRP assumes no duty, liability or responsibility to such advisors, and (ii) to not disclose the Services or deliverables to any other party without MRP’s prior written consent.
Confidentiality
MRP agrees to be bound by the terms of that certain Confidentiality Agreement dated as of June 18, 2018, in respect of providing the Services. For the avoidance of doubt, MRP, and the professionals to the Client may share and discuss the Work Product subject to their respective confidentiality agreements.
MRP Responsibilities
MRP will perform the Services in accordance with Prudent Industry Practices. “Prudent Industry Practices” means the practices that would be applied in the ordinary course of business by a prudent asset manager in the independent power business while exercising the degree of skill and good faith judgment commensurate with that normally exercised by asset managers in advising
the owners of similarly situated facilities in the United States at the relevant time, in each case with the exercise of commercially reasonable judgment in light of the facts known at the time. Prudent Industry Practices are intended to include a spectrum of possible practices, methods or acts generally acceptable during the relevant period in light of the circumstances. A practice
may be affected by the design and operational characteristics of a facility, and other circumstances affecting a facility or any portion thereof.
In performance of the Services, MRP may engage certain third parties, provided, however, that prior to engaging a third party service provider for which MRP would seek reimbursement as a third party expense under the “Fees and Expenses” paragraph, MRP will provide the Client with notice of such third party and the projected expenses of such third party. If such projected
expenses for a particular third party exceed the sum of $20,000.00, MRP will obtain the written consent from the Client (which may be in the form of an email) to such engagement.
First Energy Solutions Corp. December 20, 2018 Page 3
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Responsibilities of the Client
MRP’s role is advisory only. The Client is responsible for all management functions and decisions relating to this engagement, including evaluating and accepting the adequacy of the
scope of the Services. Performance of the Services is conditioned upon timely, accurate and complete information and reasonable assistance by the Client, and MRP will perform the engagement on that basis.
Upon commencement of the Services, the Client will provide MRP with a representative point of contact. MRP may rely upon the consents, communications, and instructions of such point of contact until and unless it is advised in writing that such individual is no longer the point of
contact and representative for the Client.
Fees and Expenses
In consideration of the Services, the Client will pay MRP a monthly fee (based upon a thirty (30) calendar day month) in the amount set forth on Exhibit A. Such monthly fee will be prorated,
based upon a thirty (30) day month, for the number of calendar days elapsed, during the period of time from the date hereof through conclusion of the Services. MRP will invoice the Client for such monthly fees in arrears.
MRP also will bill the Client for MRP’s reasonable out-of-pocket expenses, including use of third party consultants. Invoices will be sent via email to the Client and the office of the United States Trustee for Region 9, the Northern District of Ohio (Cleveland). Invoices are due within
fifteen (15) calendar days of the invoice date.
Termination and Dispute Resolution
MRP requires a minimum of a ninety (90) day engagement. Following the initial ninety (90) day engagement, either the Client or MRP may terminate the Services upon thirty (30) days’ written
notice to the other party.
This engagement letter and any dispute relating to the Services will be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, without giving effect to any provisions relating to conflict of laws that require the laws of another jurisdiction to apply.
Certain Disclaimers and Indemnity.
MRP will be entitled to rely, without further independent verification, on the accuracy and completeness of all publicly available information and information that is furnished by or on behalf of the Client and otherwise reviewed by MRP in connection with the Services. MRP acknowledges and agrees that MRP is not responsible for the accuracy or completeness of such
information and shall not be responsible for any inaccuracies or omissions therein. MRP is under no obligation to update data submitted to it or to review any other areas unless specifically requested by the Debtor to do so.
Client understands that the Services may include the preparation of projections and other forward-looking statements, and numerous factors can affect the actual results of Client’s operations, which may materially and adversely differ from those projections.
First Energy Solutions Corp. December 20, 2018 Page 4
200 W. Madison Street ● Suite 3810 ● Chicago, IL ● 60606
MRP does not make any representations or guarantees as to any particular outcomes, or that any given recommendation or proposed course of action will be more successful than all other possible proposals or strategic alternatives. Furthermore, MRP does not assume any responsibility for the Client’s decision to pursue, or not pursue any business strategy, or to effect, or not to effect any transaction.
Subject to the terms of the bankruptcy court order approving MRP’s retention, the Client agrees to indemnify and hold harmless MRP, its non-owner affiliates and their respective managers,
employees, agents, representatives and subcontractors (each, an "Indemnified Party" and collectively, the "Indemnified Parties") against any and all losses, claims, damages, liabilities, penalties, obligations and expenses, including the costs for counsel or others in investigating, preparing or defending any action or claim, whether or not in connection with litigation in which
any Indemnified Party is a party, or enforcing this engagement letter (including these indemnity provisions), as and when incurred, caused by, relating to, based upon or arising out of (directly or indirectly) the Indemnified Parties' acceptance of or the performance or non-performance of their obligations under this engagement letter; provided, however, such indemnity shall not apply to
any such loss, claim, damage, liability or expense to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. The Client also agrees that (a) no Indemnified Party shall have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Client for or in connection with the engagement of MRP, except to the extent that any such liability for losses, claims, damages, liabilities or expenses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct and
(b) in no event will any Indemnified Party have any liability to the Client for special, consequential, incidental or exemplary damages or loss (nor any lost profits, savings or business opportunity). The Client further agrees that it will not, without the prior consent of an Indemnified Party, settle or compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which such Indemnified Party seeks indemnification hereunder (whether or not such Indemnified Party is an actual party to such claim, action, suit or proceedings) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liabilities arising out of such claim, action, suit or proceeding.
Other Matters
For a period of fifteen (15) months after the date hereof, the Client will not solicit for employment or as an independent contractor any person employed by MRP if such person was involved directly or indirectly in the performance of the Services. This provision shall not
prohibit the hiring of any person who responded to general solicitations, including but not limited to, job postings published in newspapers, trade publications or on websites that did not target that person directly.
No Party to this engagement letter may assign or transfer this engagement letter, or any rights, obligations, claims or proceeds from claims arising under it, without the prior written consent of the other Parties, and any assignment without such consent shall be void and invalid. If any
provision of this engagement letter is found to be unenforceable, the remainder of this engagement letter shall be enforced to the extent permitted by law. If MRP performs any of the
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Services prior to both parties executing this engagement letter, this engagement letter shall be
effective as of the date MRP began the Services. This engagement letter supersedes any prior understandings, proposals or agreements with respect to the Services, and any changes must be agreed to in writing through an amendment to this letter or a change order.
By entering into this engagement letter the Client is binding its subsidiaries and controlled affiliates to the terms hereof.
200 W. Madison Street ● Suite 3810 ● Chicago, IL ● 60606
Middle River Power Scope for FES – December 20, 2018
Introduction Middle River Power, LLC (“MRP”) is a private equity sponsored asset management platform focused on US power generation assets. MRP currently manages ~2,000 MW of natural gas, coal, geothermal and solar power generation facilities across the US. MRP has a deep bench of power industry veterans with expertise in the acquisition, development, operations, management, financing and economic optimization of energy assets. We pride ourselves in having an operations-centric management team that takes an active, hands-on approach and partner closely with plant personnel and other key stakeholders and bring strong relationships with experienced industry contractors, advisors and consultants. In July of 2018, MRP was engaged to evaluate the FES Fossil business plan in support of a broad plan of reorganization to be delivered as part of the broader restructuring process. Our initial assessment focused on four key areas, framing the context, risks, and opportunities for the future business plan for FES Fossil Generation: Environmental, Operations and Maintenance, Fuel Supply and Commercial dispatch, SG&A and other shared-services support functions. MRP proposes to continue our engagement but work directly with FES (the Debtor) to implement some of the understand the challenges and opportunities associated with the assets in its portfolio (including Pleasants) as well as review and assess the business plan developed by the management team. The focus would be on the non-nuclear fleet and could also include assessment of synergies with the retail platform. The proposed scope of MRP’s engagement by the Debtors will include the following: MRP will provide consulting and advisory services as MRP and FES deem appropriate and feasible in order to advise FES in the course of the bankruptcy case. In providing services to the Ad Hoc Noteholder Group, MRP made various recommendations regarding the FES’s businesses and assets. MRP will work to implement certain recommendations, including working with FES’s management to negotiate fuel supply agreements across the fossil fleet, improving on existing plant business plans, including developing forced outage rate targets and related maintenance and capital spending plans, identifying opportunities to outsource existing shared services functions and implement cost reductions and assisting in the transfer and integration of the Pleasants plant, to the extent the Debtors determine to take ownership of the facility. MRP will also provide services as a declarant in making factual statements in motions in connection with the Pleasants plant and other of FES’s assets. Support Needs and Costs To accomplish these objectives, we will need continued access and collaboration with the FES management team, plant management, and corporate support personnel. We may also require access to outside consultants and contractors who play key roles in operations, maintenance and assessments of the plants. We would continue regular site visits to all the facilities to continue to work collaboratively with the plant managers and FES / FE leadership team. We would also expect continued access to a data room,
200 W. Madison Street ● Suite 3810 ● Chicago, IL ● 60606
responsiveness to future data requests and general support from FES/FE and their advisors to accomplish the evaluation. MRP will continue to prepare a combination of written diligence assessments, management business plan critiques, presentations to FES and their advisors, and other key stakeholders in the restructuring process and their advisors as required. MRP would also anticipate providing an Asset Management proposal to execute on the selected strategy, if applicable. Feedback and findings would be presented regular update calls. MRP would execute on the extended scope of the engagement for a fee of $300,000 per month commencing on November 1, 2018. Middle River’s engagement will be for an initial minimum term of 90 days, commencing with November 1, 2018, and thereafter may be terminated by FES upon 30 days advance written notice. MRP will continue to pass through any additional third party fees (such as environmental and fuel supply consultants) and out of pocket travel expenses. We look forward to an opportunity to work with the FES, the creditors and other key stakeholders on this engagement. Sincerely,
The Potomac Edison Company Potomac Edison Company Allegheny The Toledo Edison Capital Corporation The Toledo Edison Company The Waverly Electric Light and Power
Company
D&O Debtors
Benyak, Darin M.
Bezilla, Mark B. Blickle, John Boland, Jim
Bologna, Richard D. Brown, Terry J. Gingo, Joseph Hamilton, David B.
D&O Debtors' Affiliates
Ahern, Anthony J. Aikens, Nicholas K.
Bailey, Joel D. Baker, Eric D. Barton, Lisa M. Belcher, Samuel L.
Benz, Gary D. Boyd, William J. Bridenbaugh, Carl J. Brown, Terry J.
Chack, Dennis M. Dargie, John C. Davis, Ted M. Donohue, Robert W.
Doty, William S. Dowling, Michael J. English, Carl L. Eppes, Kristine W. Evans, Raymond L.
Fakult, James V Frame, Randall A. Gaines, Bennett L. Grant, Gary W.
The West Virginia Power & Transmission Company Trans-Allegheny Interstate Line Company Warrenton River Terminal, Ltd.
West Penn Power Company West Penn Southwest, LLC West Virginia Series
Harden, Paul A. Kotsenas, Peter J. Lieb, Raymond A.
Mellody, James G. Moul, Donald A. Schneider, Donald R. Warvell, Kevin T.
Hall, Martin L. Halnon, Gregory H. Haney, James R. Jones, Charles E. Judge, John W.
Julian, Mark A. Karafa, David J. Kauffman, Holly C. Lasky, Charles D. Lese, William
Lisowski, Jason J. Lowery, Dolores J. Maley, Ernest N. Mavrinac, Wendy McDonald, David W.
McKeeman, Robert S. Mendenhall, Kelley E. Mikkelsen, Eileen M. Moss, Linda L.
Reffner, Robert P. Stephenson, Gary G. Reynolds, Brett W. Strah, Steven E. Rossero, Daniel T. Sweeney, Richard S. Sears, James A. Taylor, K. John Sekulich, Gretchan E. Thompson, Paul W.
Sestak, Kevin A. Vespoli, Leila Shuttlesworth, Edward L. Voyles, John N. Jr. Skory, John E. Whitlock, Charles Smith, Trent A. Wyman, Scott R.
Smyth, Antonio Yeboah-Amankwah, Ebony L. Stawikey, Mary S.
Bankruptcy Judges
Gustafson, John P Harris, Arthur I Kendig, Russ Koschik, Alan M
Price Smith, Jessica E Whipple, Mary Ann
Woods, Kay
U.S. Trustee Office and U.S. Attorney
Belhorn, Scott Brosko, Marion Brulia, Elizabeth
Cutwright, P. Elaine Donald, Monique Dugic, Tim Giannirakis, Maria D.
Gonzalez, Mary Ellen Good, Amy
Herdman, Justin E. (US Attorney) Loeb, Helayne Lowe, Sharon V Lowman, Catherine
Non Affilite EDCs
AEP-OHIO Ameren Illinois Company American Electric Power (Ohio Power and
Columbus Southern) Atlantic City Electric (Conectiv) (PHI -
Exelon) Baltimore Gas & Electric Company
ComEd (Exelon) Commonwealth Edison Company
Matras, David M. Mcdermott, Daniel
M. Montanez, Lizette Patton, Tiiara Rippy, Derrick Saenz, Anita
Simmons, Patrick Skowron, Sharon Sonson, Christopher Thayer, Cynthia
Thompson, Sherri Vara, Andy Weaver, John
Consumers Energy Company Dayton Power and Light Co.
Delmarva Power & Light Company Detroit Edison Company Duke Energy Ohio, Inc.
Duquesne Light Company PECO Energy Company PEPCO (PHI - Exelon) PPL Electric Utilities Corporation
JP Morgan Securities Key Equipment Finance Inc. KeyBank Merrill Lynch Pierce Fenner & Smith
Mizuho Mizuho Bank Ltd Morgan Stanley Morgan Stanley Senior Funding
National Cooperative Services National Cooperative Services Corp Northeast Ohio Public Energy Council Ohio Department of Taxation Ohio Schools Council (OSC)
PNC PNC Bank PNC Capital Markets
Power 4 Schools RBS Securities Regions Bank
Regions Equipment Finance, Ltd. Royal Bank of Canada
Royal Bank of Scotland Rubin, Ryan Santander Santander Bank NA Schwebel Banking Company
Sumitomo Mitsui Sumitomo Mitsui Banking Corp/New York TD Bank, NA Teresa A. Miller Administratrix
The Bank of New York Mellon, Trust Company, N.A.
UMB Bank, National Association Union Bank, NA
Union Bank/Bank of Tokyo Mitsubishi US Bank, NA VMAC Energy I, LLC
Wells Fargo Wells Fargo Vendor Financial Services, LLC Yeager, Lee W.
Bondholders/Indenture Trustees
AllianceBernstein L.P. Allstate Insurance Company American Enterprise Investment Services
Inc. Apex Clearing Corporation Avenue Capital Group
Avenue Capital Management II, L.P. Bank of America, NA Barclays Capital Inc. BB&T Securities, LLC
Beaver County Industrial Development Authority
BlackRock, Inc. BMO Harris Bank, NA/Trust BNP Paribas, New York Branch
Brown Brothers Harriman & Co. Capital Research and Management
Company
Cetera Investment Services LLC Charles Schwab & Co., Inc. Citadel Advisors LLC Citibank, N.A.
Citigroup Global Markets Inc. Comerica Bank COR Clearing LLC
Cove Key Management Credit Suisse Securities (USA) LLC Crews and Associates, Inc.
D. A. Davidson & Co. E*Trade Securities LLC Edward D. Jones & Co. Fidelity Management and Research
Company
Fidelity Investments Money Management Inc.
Fiduciary SSB (State Street Bank and Trust
Company) Fifth Third Bank Goldman Sachs & Co. LLC Hilltop Securities Inc. Ingalls and Snyder, LLC
Interactive Brokers Retail Equity Clearing Intl Fcstone Financial Inc. J.P. Morgan Securities LLC
AJS Wide Range Diesel & Auto Repair AKE Laboratory Incorporated
Akron Baberton Cluster Railway Company Akron Rebar Co.
Alabama Power Company Alarmax Distributors Incorporated Alberta Power 2000 Ltd
Alden Research Laboratory Inc. Alex E. Paris Contracting Co Inc. Alfa Laval Incorporated Alicat Scientific Incorporated
Alion Science & Technology Corp. All Clear Screening Services Inc. All Crane of Pennsylvania All Dams Generation, LLC
All Partitions and Parts LLC Allegheny Asbestors Analysis Inc. dba
Allegheny Global Environmental
Allegheny Communications Connect, Inc. Allegheny Electric Cooperative Inc. Allegheny Global Environmental, Inc. Allegheny Medical Allegheny Pipe & Supply Co
Ameco USA Metal Fabrication Ameren Energy Marketing Company American Air Filter Company Inc. American Air Liquide Holdings Inc.
American Assoc for Laboratory American Centrifuge Enrichment, LLC
(Centrus) American Centrifuge Enrichment, LLC C/O
United States Enrichment Corporation American Ceramic Technology Inc.
American Coal Company American Crane & Equipment Corp American Electric Equip Co Inc.
American Energy Corporation American Energy Products Inc. American Environmental Group Ltd American International Group, Inc.
American Microsemiconductor Inc. American Nameplate American National Fleet Service Inc.
American Polywater Corporation American Power Seal LLC American Power Service Company American Power Services Inc.
American Trainco LLC Americrane & Hoist Corporation Ameridrives International Amerigas
Amerisafe Consulting & Safety Services, LLC
Ameritrust Company National Association Amertech Tower Services LLC Ames Incorporated Ametco Manufacturing Corporation Ametek Mansfield & Green Ametek Power Instruments
Ametek/Instrumentation Systems A-Mezz Industrial Structures Inc. Ampco/System Parking, Inc. Analysis and Measurement Services
Ancaster Conveying Systems Ltd Anchor Scientific Incorporated Anderson Bolds Incorporated Anderson Bros Tool Company Inc.
Ardmore Power Logistics LLC Area Wide Protective Ares, Inc.
AREVA NP Inc. Areva Nuclear Materials LLC
Argus Group Holdings LLC Arinc Incorporated Arise Arizona Instrument LLC Arizona Public Service Company
Arthur J. Gallagher & Co. Arvos Incorporated Arvos Ljungstrom LLC
ASE Industries Incorporated Ashtech Corporation
Associated Credit Services Inc. Associated Electric & Gas Services Limited Associated Steam Specialty Company Astro Chemical Company Incorporated ATA Defense Industries LLC Aterra Solutions LLC
Atlas Copco USA Holdings Inc. Atlas Industrial Manufacturing Atlas Manufacturing Company Inc. Auburn Career Center
Audio Visual Innovations Inc. Audiometric Baseline Consulting Auma Actuators Incorporated USA Aurora Environmental Inc.
Austin Hardware and Supply Authorized Parts Incorporated Autodesk Incorporated Automated Bus Machines Sales
Automated Card Systems Incorporated Automatic Valve Nuclear, Division of Automatic Valve Corp
Automation Direct.Com Automation Interface Ltd Automation Solutions Inc. Automotive Distributors Company Inc. Autonomy Incorporated
Auto-Tronic Control Company Avalon Integration Incorporated Avalotis Corporation Avanti Process Technologies Inc.
AVO Multi-Amp Corporation AWP Incorporated B & F Petroleum Installations Inc. B & H Foto & Electronics Corp
Benefits Resource Group Agency, LLC Benkart Rigging Bentley Canada Inc. Bentley Systems Incorporated
Bently Nevada Incorporated Beowulf Energy LLC Bergen Power Pipe Supports
Bergman Safety-Spanner Company Berlin Packaging LLC Bessemer & Lake Erie Railroad Company Bessemer Supply Incorporated Best Aire Compressor Services Inc.
Best Line Leasing Incorporated Bete Fog Nozzle Incorporated Bet-Tech Construction Company Beumer Kansas City LLC
BFI Pumps Company Incorporated BHA Altair LLC BHI Energy Power Services LLC
Bi State Rubber Incorporated Big Top Manufacturing Incorporated Binkelman Corporation Biosan Laboratories Incorporated Bioscience Management Incorporated
Busch Martec LLC Bushnell Incorporated Butler Fire Protection Corp
Buzzard Jr., Herbert K. BWI Eagle Incorporated BWXT Nuclear Energy Incorporated Byers, Warren H.
Byers, Warren H. C & F Filter Service Incorporated C & G Video Systems Incorporated
C & H Distributors LLC C & K Industrial Services
C & L Pumps Valves and Controls Inc. C & L Sanitation Incorporated C & W Tank Cleaning Co. Incorporated C A Short Company
C Barron & Sons Incorporated C H Reed Incorporated C K Enterprise LLC C L Smith Industrial Company
C W Wood Machinery Incorporated C&S Sports and Promotions LLC CAES Development Company LLC Cal Check LLC
Caldwell, Samuel T Caldwell, Samuel T
Cambridge Energy Solutions Camcor Incorporated Caminus Corporation Camp Creek Technologies Inc. Campbell Equipment Campbell Signs and Apparel LLC Canadian Imperial Bank of Commerce
Canberra Industries Incorporated Candian Imperial Bank of Commerce Capital Markets Documentation Unit
Capp USA Carbon Vision, LLC
Cardello Electric Supply Cardiac Life Products Incorporated Cardiac Science Corporation Careerbuilder, LLC Caremark Pcs Health L.L.C. Cargill Incorporated Cargill Power Markets, LLC
Carlucci Construction Co Inc. Carmeuse Lime & Stone, Inc.
Carolyns Personalized Catering Carrig & Associates Incorporated Casco USA Case Western Reserve University Casselman Windpower LLC
Caster Connection Incorporated Casto Group Consulting Catching Fluid Power Incorporated Cattrell Companies Incorporated
Cervis Incorporated Ceso Incorporated CF Industries Sales LLC CFM/VR-Tesco LLC CG Power Solutions USA Inc.
CH2M Hill Engineers Incorporated Chaffee Excavating Incorporated Chaltron Systems Incorporated
Charkit Chemical Corporation Charles Kennerly & Company Inc. Charles Machine Incorporated Chemical & Mechanical Contractors dba
Tuck Precast
Chemical Lime Co Chemiquip Products Co Incorporated Chempoint.Com Incorporated Chemrx Service Incorporated
Chemstress Consultanat Company
Chemtreat Incorporated Chenoweth Ford Incorporated Chesapeake Nuclear Services Chicago Blower Corporation Chiz Bros Incorporated Chlor Rid International Inc.
Christopher Resources Inc. Chromalox Incorporated Chubb & Son
Clyde Union Incorporated CMA Environmental Lab CMA Laboratory CMI Incorporated
CMS Energy Resource Management Company Coach Truck & Tractor LLC Coalmont Electrical Development
Codan Development LLC Coleman Instrument Company Colfax Fluid Handling Reliability Collins & Associates Corp.
Cologne Reinsurance Company (Dublin) Ltd.
Colonial Chemical Company Colt Atlantic Services Incorporated
Columbus Supply Columbus Temperature Control Combined Fluid Products Company
Combustion Technologies Corp. Commanche Peak Commerce Paper Company Commercial Glazing Systems Inc. Commercial Industrial Equipment Inc. Commercial Liability Partners LLC
Commercial Lines Commercial Wire Rope Commonwealth of Pennsylvania
Department of Environment Resources Commonwealth of Pennsylvania,
Comptroller Operations Communication Supply Corp. Communications Supply Corporation Community Insurance Company dba
Anthem Blue Cross and Blue Shield Compair Ohio
Comprehensive Computer Solutions In Compsource Incorporated
DRC Acquisition Incorporated Drillco National Group Incorporated
DSC Services Inc. & Subsidiaries DTE Energy Trading
Dublin Commercial Property Sery Inc. Duke & Duke Services Incorporated Duke Energy Indiana, Inc. Duke Energy Kentucky, Inc. Duke Farms LLC
Duke Power Company Dunbar Mechanical Incorporated Duramax Marine LLC
Dust Solutions Incorporated Dwight Alyn Howell
Dwyer Instruments Incorporated Dxp Enterprises Incorporated Dynamic Ratings Inc. E Dake Plumbing & Heating Limited E Meyer Company E Technologies Incorporated
E. J. Brooks Company dba Tydenbrooks EAG Inc. Eagleburgmann Industries LP East Hills Instruments
East Kentucky Power Cooperative Inc.
East Liverpool Auto Parts & Supply Eastern Controls Inc. of PA Eastern Engineering Supply
Eastern Fastener Company Easton, Deborah A. Echo Ultrasonics LLC Eckert & Ziegler Isotope Products Ecodyne MRM Ecolink Incorporated
Economy Welding & Industrial ECS Corporation
Ed Mccauslens Florists Incorporated EDF Trading North America, LLC
Edgetech Instruments Incorporated Edison Electric Institute Edmiston Tower Incorporated EDS Measurement Systems Inc.
Edvantage Incorporated EGC Operating Company LLC E-Hazard Management LLC Eire Insurance Group
EIS Incorporated Eisenhart, Stephen B Eisenhart, Stephen B
EJ Brooks Company EJ USA Incorporated Ekato Corporation Elastec Elecon Services Incorporated
Elect-A-Van Service LLC Electric Power Research Institute Electrical Builders Incorporated Electro Sensors Incorporated
Electro Switch Business Trust Electro-Chemical Devices Inc. Electro-MEC Incorporated Electronic Systems Group LLC
Element 1 Engineering Incorporated Elemental Scientific Incorporated Elite Pipeline Services Inc. Elliott Company Elliott Tool Technologies Ltd
Incorporated ETS Incorporated Eugene F. Schmuck dba Red Wing Shoe
Store Everest National Insurance Company
Everglades Direct, Inc. dba G. Neil Everpower Wind Holdings Inc. Excelsior Blower Systems Inc. Excidian LLC Exitech Corporation Experian Experis US Incorporated
Expro Incorporated
Extend Health Inc. D/B/A Towers Watson Extinguishing System Inc.
F & J Specialty Products Inc. F & M Mafco F B Wright Co of Pittsburgh F N Cuthbert Incorporated
F. C. Mencini & Accociates Inc. Fabenco Incorporated
Fairchance Construction Company Inc. Fairfield Industrial Sales
Fallproof Networks Systems Inc. Fallsway Equipment Company Inc. Famous Industries Incorporated Far West Technology Incorporated Farrell Equipment & Controls Inc. Farris Engineering
Fassler, Gary W. Fastenal Company FCX Performance Incorporated
Federal Industrial Services Inc. Federal Signal Corporation FEMA Finance Center Fenner Dunlop Conveyor Services
Ferguson Waterworks Ferraro, Frank E. Fiala II, Anton J. Fickess Pumps Incorporated
Fidelity Workplace Services LLC Fieldglass Inc. Fifth Securities, Inc. Fifth Third Securities Inc. Filnor Incorporated
Filtech Incorporated Filtrexx International LLC Fire Force Inc. Fire Resq Incorporated
Fire Safety Services Incorporated Firefighter Sales and Service Co Fireresq Incorporated First Filter LLC
First Solar, Inc.C/O General Counsel First Telecom Services, LLC Firstpower Group LLC
Fischer Process Industries Fisher Equipment Company Fisher Safety FJW Investment Incorporated
Flexider USA Flir Commercial Systems Inc. Flo-2d Software Incorporated Flodraulic Group Incorporated
Florida Power & Light Company Florline Group Incorporated Flow Media Incorporated Flowserve US Incorporated
Flowserve US Raleigh Flowserve/IDP Regional Services Office
Fluid Power Products Incorporated Fluid Process Control Corporation Fluid Systems Incorporated Fluidraulics Incorporated Flynn Metering Systems Incorporated
Focus Learning Corporation Fondriest Environmental Inc. Fontanesi & Kann Co. Ford Credit Commercial Leasing
Forked River Power LLC Forked River Power, LLC Formula Construction LLC
Forney Corporation Forsythe Solutions Group Inc. Fortis Energy Marketing & Trading Gp Fossil Energy Research Corp. Fossil Project Engineering Services
Fouty & Company Incorporated FPI Industries Incorporated FPL Qualtec, Inc. Fraco USA Incorporated
Francis Homes LLC Franklin Electric Franklin Fueling Systems Frederick, David A.
Freeman Manufacturing and Supply Freightliner of Toledo Incorporated Fuchs Lubricants Company
Fuji Electric Corp of America Fulmer Company LLC Furnace Parts LLC G & G Fitness Equipment Inc.
G Michaels Consulting Ltd G Neil G/O Corporation G4s Nssc
Holt Ramsey Pump & Equipment Co Home City Ice Company
Home Office Claims Department Homewood Products Corporation Honda East Honeywell Sensotec
Hoosier Energy Rural Electric Cooperative Hope Industrial Systems Inc. Horizon Technology Incorporated Horsburgh & Scott
Horwitz & Pintis Company Hosch Company Houghton International Incorporated Hovanec, Stephen W.
Hovanec, Stephen W. Hovis Auto Supply Incorporated
Howard L. Bowers Contracting Co Inc. Howard Lewis Sumner Jr HP Products HTH Associates Hub City Incorporated Hughes Corporation
Hughes-Primeau Controls Inc. Hulcher Services Incorporated
Hull & Associates, Inc. Hunt Valve Company Incorporated Hunter Lift Ltd Huntington Investment Company Huron Industries Incorporated HY Tech Machine Incorporated Hydracrete Pumping Company
Hydratight Operations Incorporated
Hydratight Sweeney Product Sales Hydrazine Neutralizing Solutions In Hydril USA Distribution LLC Hydro Dyne Incorporated Hydro East Incorporated Hydro East, Inc.
IND Comm Sys Cobalt A/V Indelac Controls Incorporated Independence Conservancy Independent Safety Consultants
Inc. Indiana Michigan Power Company Industrial Biodynamics LLC Industrial Boiler Services Industrial Controls & Equipment
Industrial Info Resources Inc. Industrial Ladder & Supply Industrial Physical Capability Industrial Power & Control Inc.
Industrial Power Systems Inc. Industrial Products Industrial Pump & Equipment
Industrial Radiator & A/C Inc. Industrial Rubber Products Co Industrial Specialty Services LLC Industrial Supplies Company
Industrial Testing Laboratory Industrial Tools & Technology Inc. Industrial Training International Inc. Industrial Video
Industry Terminal & Salvage Co Industry Terminal & Salvage Co. Industry Terminal and Salvage Infinity Paving Company Infor (US) Inc. Ingram Barge Company
Lanracorp Incorporated Lasalle Systems Leasing Inc. Lash, James H.
Laverne Wilson & Associates Lawson Products Incorporated Layne Christensen Company Lays Transmission Company
L-Com Incorporated Leaf Enterprises Incorporated
Leasetec Leboeuf, Thomas J. Leboeuf, Thomas J. Lechler Incorporated Leco Corp Lectrodryer LLC
Leeann Lake Legg Plastic Products Incorporated Lehigh University Lemsco Incorporated
Lenape Forged Products Corporation Lennon Smith Souleret Engineering I
Leppo Incorporated Leslie Controls Incorporated
Level One Global Solutions, Inc. Levy Paper Company Incorporated Lewis Lawn Care Lewis-Goetz And Company Inc. Lexinsnexis Risk Solutions Fl Inc. Lexisnexis
Lhoist North America of Missouri, Inc. Liability Mutual Insurance
Liberty Mutual Management (Bermuda) Ltd.
Lifting Technologies Incorporated Lift-It Manufacturing Company Inc.
Lighthouse Worldwide Solutions Inc. Limno Tech Inc. Limnotech Incorporated
Llnc.oln Electric Welding School Lindy Computer Connection Linkedin Lintern Corporation
Loadspring Solutions Incorporated Loadspring Solutions, Inc. Logmein, Inc.
Longo Electrical-Mechanical Inc. Longo Industries
Lopetrone, Juan Louis Perry & Associates Inc. Louisiana Energy Services Louisiana Energy Services LLC
Louisiana Services, L.P. (Urenco -Les) Louisville Gas and Eletric Company Louken Lights Incorporated Loy Instrument Incorporated LTI Power Systems Incorporated Lubrication Engineers Incorporated Lucas Plumbing and Heating Inc.
Lytton Sanitation Service Inc. M & M Control Service Incorporated M & R Woodworks Incorporated M L Ball Company Incorporated M W H Americas Incorporated
M&C Products Analysis Tech Inc. M.A.W.G. Incorporated Mac Calibrations LLC Maccaglia, Jeffrey
Machine Tool Repair Service Inc. Mack Industries Incorporated Mack Iron Works Co
Macomb Group Macquarie Bank Limited Macquarie Group of Companies Macquarie Physical Commodities UK
Limited
Macrosensors Magco Incorporated Magnetrol International Inc. Magnum Electronics Inc.
Magotteaux Incorporated Mahoning Valley Supply Co. Make It Plain Consulting
Makovich & Pusti Architects Inc. Management Associated Results Co. Management Compensation Group Northwest, LLC, dba M Benefit Solutions
Mancini Consulting Services Inc. Mann, Thomas A. Mann, Thomas A. Mannington Mills Incorporated Mansfield Maintenance Incorporated
Marcero, Jeffrey P. Marcus Steven Effron dba The Talent Strategy Group LLC Marinescape NZ Limited
Mario Marsilio dba Procuts Lawncare Mark J. Avery dba Marketpay Associates
LLC Mark Scarborough dba Machine Tool
Marketing Tools Inc. Marketpay Associates LLC Marlin Manufacturing Corporation
Marmon Water Mars Electric Company Marsh
Marsh Ltd Marsh USA Inc. Marshall Instruments Incorporated Marsilio, Mario
Martek Industries Incorporated Martek Instruments Incorporated Martin Engineering and Equipment Martin Engineering Co. Martin, Kevin T.
Martin, Thomas T. Marvel Engineering Company Inc. Maryland Solar LLC Maryland Solar LLC
Mass Electrical Apparatus Service L Mass Spec Services Geonuclear Inc. Massmutual Asset Finance LLC
Master Control Systems Incorporated Master Lee Decon Services Inc. Master Lee Energy Services Inc. Master Magnetics Incorporated Masterflo Pump Incorporated
Master-Lee Engineered Products Inc. Matrix Technologies Incorporated Matt Canestrate Contracting, Inc.
Matthew & David Green Incorporated Matthews International Corporation Maumee Valley Fabricators Inc. Maurer Acquisitions Incorporated
Mau-Sherwood Supply Company Maxco LLC Maxim Crane Works LP Maxim Healthcare Services Inc. dba Maxim
Health Systems LLC Maxim Healthcare Services, Inc. dba Maxim
Staffing Solutions Maxon Corporation Maxwell Welding and Machine
Mayer Electric Supply Company Inc. Mazzella Lifting Technologies Inc. MB Equipment Finance LLC
Modern Screenprint Incorporated Modular Protection Corp of Texas
Modular Space Corporation Modular Space Corporation dba Modspace Moldpro Incorporated Monarch Electric Service Company
Monarch Lathes LP Mondrella Process Systems LLC Monitor Technologies LLC Monitoring Solutions Incorporated
Montipower Incorporated Montrose Ford
Moody's Analytics Moody's of Dayton Inc. dba G.M. Baker &
Son Moore Industries International Inc. Moore Medical LLC Moore, John
Morehouse Instrument Company Inc. Moretrench American Corporation Morgan Schaffer Incorporated Morrow Control & Supply Inc.
Mosebach Manufacturing Mosier Fluid Power of Ohio Inc. Motion Industries Incorporated Motorola Solutions Incorporated
MPW Industrial Services Inc. MPW Industrial Water Services Inc. MR Emblem Incorporated MR Flush LLC MR Rooter Plumbing Corporation
MRC Global (US) Incorporated MS Consulting Services Incorporated MSA Systems Integration Inc.
MSA Systems Integration Inc. Muir Graphics Mulcahy, David G Mull Group Incorporated Municipal Signs and Sales
Munroe Incorporated Munters Corporation Murphy Tractor & Equipment Co Inc. Murray American River Towing, Inc.
Murray American Transportation, Inc. Murray Energy Corporation Mussun Sales Incorporated
Mutek, Rebecca
Mutek, Rebecca MV Group Incorporated MVP SC Incorporated MWH Americas Inc. Myers Tire Supply Distribution Inc. N C Sanitation Inc.
N C Sanitation Incorporated N P Energy Nevada Incorporated N.F. Mansuetto & Sons Inc.
Nadine Corporation NAES Power Contractors
Nalco Crossbow Water LLC dba Crossbow Water Crosslink Mftg
Nasatka Barrier Incorporated National Air Vibrator Company National Business Furniture National Colloid Company National Electric Coil Company
National Electric Coil Company Lp
National Electrical Carbon Products National Engineering Products Inc. National Filter Media
National Fire & Marine Insurance Company National Industrial Lumber Company National Institute of
National Instruments Corporation National Pump and Process Inc. National Waterworks Incorporated Nautica Aquarium LLC Nautica Peninsula Land Limited Partnership
Operation Technology Incorporated Operations Support Services Inc. Opswat Incorporated Optimal Leasing LLC Option LLC
Oracle America, Inc. Orbital Energy Services Corporation Orbital Engineering Incorporated Organ, Gary Lee
On Protection Systems Incorporated OSI Environmental LLC Osisoft Incorporated Osisoft, LLC
Osmic Incorporated OTE Services Incorporated Otis Elevator Company OTP Industrial Solutions
OV Scale Corporation OV Scale Corporation (Dba Ov Scale &
Instruments) Overly Hautz Motor Base Company
Overly Manufacturing Company Owens Community College
Owl Computing Technologies Inc. Oxford Instruments America Inc. P & R Communications Service Inc. P & W Painting Company Incorporated P F Sherman Co. Packaging Specialties Incorporated
Pacs Switchgear LLC Padgett, Sean M. Palfinger USA Inc./Palfleet Truck Palinkas, Joseph Palmer, Glen R.
Panelmatic Youngstown Incorporated Panzica Development Company Papco Industries Incorporated
Papsco Paramount Technologies Incorporated Park Company Park Metal Products Parker Seal Company
Parker, Ann Marie Parkson Corporation Par-Kut International Incorporated
Patriot Group Technologies Incorporated
Patriot Sensors and Controls Corp Paulich Specialty Company Inc. Paymentech, LLC (For JP Morgan Chase
Pcore Electric Company Incorporated PDMA Corporation
Pe Hydro Generation, LLC Peaker Services Incorporated Pearl Plumbing Pei Genesis Penn Line Service Incorporated Pennsylvania Department of Environmental
Resources Pennsylvania Power Company Pennsylvania Transformer Technology Inc. Pennwest Industrial Trucks LLC dba
Pennwest Toyota Lift Pentair Valves & Controls US LP Pentas Controls LLC
Peopleclick, Inc. dba Peoplefluent Peoplefluent, Inc. PER Holdings Incorporated Performance Contracting Inc. Performance Contracting Inc., dba PCI
Global Insulation Performance Improvement Performance Machining Incorporated Perkinelmer Health Sciences Inc. Perma-Pipe Incorporated
Perstorp Polyols Incorporated Peterson Thermal Equipment Co Petroleum Analyzer Company LP
Petroleum Equipment Service Inc. Petron Corporation Petty Group LLC PFE Corporation Phelan Insurance Agency, Inc.
Phenova Incorporated Philips Medical Systems Ultrasound Phillips Welding & Fab LLC
Preferred Metal Technologies Preisz, Bernard L. Premier Air Center Incorporated Premier Automation LLC Premier Pump Incorporated
Premise Solutions LLC Prime Technology LLC Priority Based Control Engineering Prism Response Incorporated
Pro-Am Safety Incorporated
Probusiness Services, Inc. Procedure Solutions Management LLC Process Combustion Corporation Process Control Services Process Controls Corporation Process Dynamics Incorporated
Process Technologies Incorporated Process Valve & Equipment Company Procon Technologies
Incorporated Producers Supply Company Inc. Professional Pump Incorporated Professional Service Industries Professional Training Assoc Inc. Professional Training Technologies Progress Wire Products
Company Progressive Sweeping Contractors Projectile Tube Cleaning Inc. Promag Limited
Promedica Health Systems Inc. Prominent Fluid Controls Inc. Propump Services LLC Prosci Incorporated
Protec Technical Services Inc. Protectoseal Proto Power Corp. Proudfoot, Lukas E. Provant Health Solutions LLC
Provantage Provil & Associates Incorporated Pruett-Schaffer Chemical Company
PSB Industries Incorporated PSC Industrial Services PSEG Energy Resources & Trade LLC PSEG Power LLC PSI Energy, Inc.
PTTGC America LLC Public Service Enterprise Group Inc. Pugh, Sean Pugh, Sean
Skillsoft Corporation Sloan, Kent F. Smart Signs LLC
SME Solutions Group Incorporated Smith Drilling Contractors Inc. Smith, James T. Smith, Lisa D.
Smith, Michael D. Smith, Michael M. Smith, Robin W. Smith, Stephanie M.
Smiths Detection Snap-On Inc. IDSC Holdings LLC Snook, Shawn P.
Soisson, Brad Solberg Manufacturing Incorporated Solidification Products Intl Inc. Solidstate Controls LLC Solon Manufacturing Company
Solution Dynamics Incorporated Sonic Solutions LLC Sor Testing Laboratories Inc. SOS International LLC
Sourcepro Inc. Southam Consulting LLC Southeast Security Corporation
Southern Indiana Gas and Electric Company Southern Research Institute Southside Garage Incorporated Southway Fence Company Southwest Microwave Incorporated
Southwest Research Institute Southwest Thermal Technology Inc. Southwestern Hearing Care, Inc.
Southwire Company Spacecraft Components Corp Sparton of Canada Limited SPC Specialty Products LLC
Special Response Corporation Specialty Coatings & Consulting Inc. Specialty Fitters Incorporated Specialty Hose Corporation Specified Supply Incorporated
Spencer Turbine Company Speranza Machining Incorporated Sperling Heating and Ventilating
Spider a Division of Safeworks LLC Spilltek Environmental Services Spina, James Anthony
Spirax Sarco Incorporated SPX Cooling Technologies Inc. SPX Corporation SPX Flow Us LLC
SPX Heat Transfer LLC Squire Sanders LLP Squires, Kimberly A. Squires, Larry G. & Kimberly A.
SR Technologies LLC SSM Industries Incorporated SSOE Incorporated
St Vincent Mercy Medical Center St. Paul Fire and Marine Insurance
Company Staco Systems Incorporated Stahl, Levi R.
Stahura Conveyor Products Inc. Stahura Industrial Solutions Inc. Staley Communication Inc. Stancor Incorporated
Standard Air & Lite Corporation Standard Laboratories Incorporated Standish Technologies Internation
Incorporated
Stanley M Proctor Company Stansley Industries Incorporated Staples Incorporated Star Field Fit Incorporated
Starwood Energy Group Global, Inc. State Industrial Products State of Ohio, Department of Natural
Resources State of West Virginia State Road Occupational Medical St-Augustin Canada Electric Inc.
Steag Gmbh Steag Scr-Tech Incorporated Steel City Equipment Corporation Steel City Fueling Systems Inc.
Stephen Campbell & Associates Inc. Stephenson Equipment Incorporated Steranko, Michael Stericycle Incorporated
Stewart & Stevenson LLC dba Stewart STI Manufacturing Incorporated Stichler, Donald R. Stock Equipment Company Inc. Stock Fairfield Corporation Stoneage Incorporated
Storage & Ergonomic Equipment Co. Storm Technologies Incorporated Straight Up Equipment Company Strategic Packaging Systems LLC
Strobel, Brian G. Structural Integrity Associates Inc. Studer Industrial Sturm Incorporated
Suez Energy Marketing Na Inc. Summit Electronics Corporation Sungard Availability Services Lp Sungard Energy Systems, Inc.
Sunpro Sunsource/Fauver Suntrust Bank Suntrust Robinson Humphrey, Inc.
Superbolt Incorporated Superior Diesel Incorporated Superior Electric Supply Superior Industrial Insulation Co
Superior Lamp & Supply Company Superior Marine Services LLC Superior Oil Corporation Superior Speedie Portables, dba Waids
The American Coal Sales Company The Amfax Corporation The Apostolos Group Incorporated dba
Thomarios
The Arc Associates Corporation The Ariel Group Incorporated The Arnold Engineering Company The Arthur Louis Supply Company The Auto Shop
The Bilco Company The Borough of Mont Alto, Pennsylvania The Cary Company
The Center for Resource Solutions The Challenge Program Inc. The Cincinnati Gas & Electric Company, Columbus Southern Power Company
The Commercial Group Incorporated The Community Improvement Corporation
of Ottawa County The Courser Group LLC The Depository Trust Company The Doug Beat Company The Energy Authority, Inc. The Ess Group, Inc. dba Colonial Chemical
Company The Gel Group Incorporated
The Great Lakes Construction Co The Hartford (Pacific Insurance Company,
Limited) The Huntington Investment Company The Industrial Door People The Jensen Machine Company
The L C Whitford Company The Leadership Effect LLC The Legendary Service Group Inc.; dba Classic Cafe Management
The M Conley Company The Macomb Group The Mill Rose Company The Modal Shop Incorporated The National Board of Boiler
The New York Blower Company
The New York Central Railroad Company The 0 I C Group
The Ohio & Michigan Paper Company The Okonite Company Incorporated
The Pennsylvania State University The R L Wurz Company The River School Incorporated The Rowland Company The S& P Alliance of NW Ohio Inc.,
The Sand Beach Association, Inc. The Sapphire Group LLC The Shaw Group Incorporated
The Sherwin Williams Company The Simkiss Agency, Inc. The Simplex Group Incorporated The Smith & Oby Service Company The Tamis Corporation
The Titus Company Incorporated The Union Light, Heat and Power Company The William Powell Company
The Wilson Bohanna Company dba The Wilson Bohannan Padlock C The WW Williams Company LLC Theiss Aviation Incorporated Theiss UAV Solutions LLC
Thermal Engineering International Thermo Electric Pa Incorporated Thermo Fisher Scientific dba Eberline LLC Thermo Fisher Scientific dba Thermo
Toledo Glass LLC Toledo Tarp Service Incorporated Tomko Equipment Company Inc. Torrence Sound Equipment Company Toshiba America Energy Systems Corp. Total Calibration Solutions
Total Equipment Company Total Laser Alignment LLC
Total Lubrication Management Co Total Temperature Instrumentation I Towers Watson Towlift Incorporated
Townley Manufacturing Company Toyota Material Handling Ohio Inc. TPS LLC
Tracer Industries Incorporated Track Star International Inc. Training Services International Tramont Manufacturing LLC
Trane Trane U S Incorporated Transcat Metermaster
Transcontinental Engineered Systems Transcore Transpara Corporation Transport Services Incorporated
Transtar Electric Travelers Bond & Specialty Insurance
Claims
Travelers Casualty and Surety Company of America Trax LLC
Traxys North America LLC TRC Engineers Inc. Trench Limited
Tri Motor Sales Incorporated Tri State Office Furniture Tri Tool Incorporated Triad Deaf Services Incorporated
Tyndale Enterprises Incorporated U S Borax Incorporated
U.S. Bank Municipal Securities Group U.S. Bank National Association UBS Ag UE Systems Incorporated
Ul LLC Unconventional Solutions Inc. Underwater Engineering Svcs Inc. Underwater Marine Contractors Inc.
Unex Corporation dba Hytorc Unify Incorporated Unilytix LLC Union Electric Company dba Amerenue
Union Industrial Contractors Union Township Road District dba Union Township Unistrut Service Company of Ohio
United Commercial Cleaning Crew LLC United Concordia United Conveyor Corporation
United Conveyor Supply Company United Electric Supply Company Inc. United International Inc. United Refrigeration Incorporated United Roofing & Sheet Metal
United Security LLC United Servo Hydraulics Inc. United States Enrichment Corp United States Mineral Products Co
United Testing Systems Incorporated Universal Electronic Supply Co. Universal Manufacturing Corp. Universal Oil Incorporated
Universal Protection Service LP Universal Scaffold Systems Inc. UP Systems Incorporated Urenco
Urenco (Capenhurst) Ltd Urenco Deutschland Gmbh Urenco Enrichment Company Ltd Urenco Limited
Urenco Nederland BV Urenco Swu
Urenco UK Ltd Urenco, Inc.
URS Corp US Night Vision Corporation
US Safetygear Incorporated US Vacuum Pumps LLC US Water Services Incorporated USA Hoist Company
Uticom Systems Incorporated Utility Solid Waste Activities Group Utility Water Act Group Utility Workers Union of America Afl-Cio
V. 0. Baker Company VAG USA LLC Vaisala Incorporated Valcor Engineering Corporation
Valletto Construction Industries Ll Valmet Incorporated Valtek Incorporated Valtronics Incorporated
Valueoptions Incorporated Valve Reconditioning Service Co Van Air Incorporated Vandyne-Crotty Company
Vandyne-Crotty Company Vasu Commuications Incorporated Vatco Incorporated VC Displays
Vector Disease Control Intl LLC Vega Americas Incorporated Ventyx Inc. Veolia Environment NA Oper Inc. Veol
Veolia ES Technical Solutions Veolia ES Technical Solutions LLC Verizon Wireless Vernon Dell Tractor Sales
Vertical Access Solutions LLC Vesco Oil Corporation Vesuvius USA Corporation Veyance Industrial Services Inc.
Vibra Screw Incorporated Vibratechnica Reliability Virginia Electric and Power Company, d/b/a
Dominion Generation Viridian Energy, LLC
Virtual Hold Technology Vision Service Plan Vitol Inc.
VM Systems Incorporated Vocational Services Inc. Vortox Air Technology Incorporated
VSP Vision Care W B Wells Company Incorporated W Born & Associates Incorporated
W C Weil Company W D Wright Contracting Incorporated W E Agler Products Company Inc. W P B M H Incorporated W S Molnar Company
W W Williams Midwest Incorporated WAB Fabricating Wabash Valley Power Association, Inc.
Wachovia Bank, National Association Wachovia Fixed Income Structured Trading
Solutions, LLC Wagner Electronic Products Inc.
WAI International Inc. Waltron Bull & Roberts LLC dba Walton Warren County Service Center Warren Fire Equipment Inc.
Washington Co Treasurer Washington, Jon Wasser Corporation Waste Management Strategic
Waters Edge Hydrology Inc. Waters Technologies Corporation Watson-Marlow Incorporated Wectec Global Project Services Inc.
Wedbush Morgan Securities Inc. Weed Instrument Company Inc. Weir Delta Industrial Wells Fargo Rail Corporation
Weltner, Albert R. & Carol A. Weltner, Carol A.
Weschler Instruments Wesco Aircraft Hardware Corp West Equipment Company West Mountain Radio West Notifications, Inc. D/B/A Twenty First Century Communications
West Point Paving Incorporated West View Cunningham Company Inc.
West Virginia University - State Of Westar Energy Inc.
Westchester Fire Insurance Company Westerman Incorporated Western Chemical International
Western Reserve Water Systems Inc. WEX Bank Wheeling Rubber Products Inc.
Whelco Industrial Ltd White House Artesian Springs Inc. Whiting Corporation Whiting Services Incorporated Wholesale Imprints Incorporated
Wiedenheft, Mildred 0. William W. Meyer & Sons Incorporated Williams Scotsman The Scotsman Group
Inc.
Willis of North Carolina Inc. Willitt, Douglas B. Willoughby Supply Company Inc.
Wilson Works Inc. Wintech International LLC Wintrow Construction Corporation Wisconsin Public Service Corp
Wiss Janney Elstner Associates Inc. Wojanis Supply Company Inc.
Wolf Creek Nuclear Operating Co Wolverine Power Supply Cooperative, Inc. Womed Incorporated Wood Mackenzie Incorporated
Woolsey, Geoffrey Stephen Work Skills First Incorporated
Work Technology Corp. Workforce Software LLC Workplace Consultants LLC Wright Express Wright Line LLC
Wright Technical Marketing Wurth Service Supply Incorporated WW Grainger Incorporated
Xact Spec Industries LLC Xchanger Manufacturing Corporation XO Communications Services, LLC Xylem Water Solutions USA Inc.
Yaro Dog Enterprises LLC Yerman & Young Painting Inc. Yesco New Brighton Yoe, James M.
Young Touchstone Company Young, Bryan R. Youngstown & Southeastern Railroad Youngstown Hard Chrome Youngstown Pipe & Supply Inc.
Z&Z Supply Company Inc. Zachry Nuclear Engineering Inc. Zachry Nuclear, Inc. Zappa-Tec LLC
Zayo Group Holdings Incorporated
Customers1
Taxing Authorities
Ashtabula County Treasurer Beaver County Treasurer Belmont County Treasurer Berkheimer Tax Admin Big Beaver Borough
Bureau of Business Trust Fund Taxes Central Collection Agency - Division of
Taxation, City of Cleveland Central Collection Agency
Chippewa Township Tax Collector City of Akron City of Detroit Finance Department/Income
Tax Division
City of Green, Ohio City of Philadelphia Dept. of Revenue Cuyahoga County Treasurer Darlington Twp Tax Collector
Delaware Division of Revenue Delaware Division of Revenue, Gross Receipts Tax Department Department of Taxation Division of Taxation
Franklin Township Tax Collector Georgetwn Boro & SS District Green Twp Tax Collector
ZE Power Group Inc. Zeefax Incorporated Zenith Systems LLC
Zigler Tire and Supply Company Zinkan Zeolites LLC Zobian, Assef Zoho Corporation
Zoll Medical Corporation Zoological Society of Cincinnati Zorin Material Handling Company
Greene County Treasurer
Illinois Department Of Revenue Industry Boro Tax Collector Internal Revenue Service Internal Revenue Service Centralized
Insolvency Operations
Jefferson County Treasurer Koppel Boro Tax Collector Lake County Treasurer
Lorain County Treasurer Lucas County Treasurer Marion Twp Tax Collector Michigan Department of Treasury Michigan Department of Treasury
Monongahela Twp Tax Collector Montana Department of Revenue New Jersey Divison of Taxation
Nicholson Twp Tax Collector North Sewickley Twp Tax Collector Office of Tax and Revenue Ohio Attorney General
Ohio Department of Taxation Ottawa County Treasurer Pennsylvania Department of Revenue Raccoon Twp Tax Collector
1 Due to the sensitive and proprietary nature of this information, the Schedule of Customers as well as connections to such Customers will be provided solely to the office of the United States Trustee and counsel to
Regional Inc.ome Tax Agency Revenue Administration Division Sheriff of Hancock County
Sheriff of Marshall County Sheriff of Ohio County Shippingport Boro Tax Collector
South Beaver Twp Tax Collector State of New Jersey Department of The
Treasury State of New Jersey Division of Taxation State of Ohio - IRP
Regulatory Agencies
Ashtabula County Commissioners Beaver County Airport Authority Beaver County Emergency Mngmt Beaver Local School District
Beaver Volunteer Fire Department Borough of Ohioville Vfd Borough of Shippingport Brooke County EMA
Caroll Water & Sewer Dist Carroll Township City of Chester Police Department City of East Liverpool Water Works City of Painesville Utilities
City of Philadelphia Department of Revenue City of Steubenville City of Weirton Fire Department
Clean Air Fund Columbiana County Commissioners Comdata Network Inc. Commodity Futures Trading Commission Commonwealth of Pennsylvania
Commonwealth of Pennsylvania, Dept. of Transportation, Bureau of Motor Vehicles
County of Lake
Department of Labor & Industry Dept. of Environmental Protection Division of Water City of Cleveland East Liverpool City School District
East Palestine Amateur Radio Club Erie County Board of Commissioners Federal Energy Regulatory Commission
(FERC)
State of Ohio Treasurer Summit County Treasurer
Treasurer of State Fund 5C2 Virginia Department of Taxation Washington Dc Office of Tax and Revenue West Virginia State Tax Department
WV Department of Tax and Revenue West Virginia State Tax Department IFTA
Unit
Geauga County Board of Commissioners
Hancock Co Office of Emergency Svcs Hancock County Schools Public Sch Hancock County Sheriff Reserve Hookstown Volunteer Fire Dept.
Illinois Commerce Commission Industry Volunteer Fire Dept. Jefferson County Auditor
Jefferson County Health Dept. Jefferson County Ohio Treasurer Lake County Auditor Lake County Board of Commissioners
Lake County Department of Utilities Lake County General Health District Lake County Health District Lake County Treasurer Lawrenceville Volunteer Lawrenceville
Volunteer Lisbon Area Amature Radio Association Lorain County Auditor
Lucas County Auditor Lucas County Bd of Commission Lucas County Treasurer Maryland Department of Transportation
Maryland Department of Transportation Motor Vehicle Administration Maryland Public Service Commission MD Motor Vehicle Admin Midland 4th of July Organization
Midland Volunteer Fire Dept. Midland Water Authority National Labor Relations Board
Ottawa County Commissioners Ottawa County Emergency Mgmt Agency Ottawa County Treasurer PA Department of Environmental Protection PA Department of Revenue
Pennsylvania Emergency Management Pennsylvania Public Utility Commission Pension Benefit Guaranty Corporation Public Utilities Commission of Ohio
Raccoon Fire Department Regional Income Taxing Agency Revenue Administration Division Taxpayer
Service Section Salam Area Amateur Radio Association
Incorporated Sandusky County Commissioners SC DHEC - Bureau of Financial
Management Securities and Exchange Commission (SEC)
Shippingport Volunteer Fire Company South Carolina Dept of Health State of Ohio - IRP
State of Ohio Treasurer State of Pennsylvania State of Tennessee Treasurer
Steubenville Weirton Amateur Radio Club Summit County Auditor Tennessee Department of Environment Tennessee Dept. of Environment
The National Board Three Rivers Pollution Response Treasurer of State Fund 5C2 Triangle Amateur Radio Club US Department of Energy
US Department of Homeland Security (FEMA - Federal Emergency Management)
US Department of Labor US Dept. of Homeland Security US Environmental Protection Agency US Nuclear Regulatory Commission Village of Lisbon Fire Department
Village of Oak Harbor Weir High School Hancock Co Board of
Education
West Point Volunteer Fire Dept. Station 1 West Va Dept Health And Human Svcs -
Bureau For Public Health West Virginia Bureau for Public Health
West Virginia Department Health and Human Services - Bureau For Public Health West Virginia Div/Natural Resources West Virginia Division of Homeland -
Security & Emergency Mgmnt
West Virginia Division of Motor Vehicles West Virginia Division of Motor Vehicles
Motor Carrier Services Office WV IRP Section
West Virginia State Fire Commission
Govenmental Agencies/Municipalities
Allen County Auglaize County Ashland County Center Township
American Nuclear Insurers AON Risk Services Northeast, Inc.
Arch Ins. Bermuda Ltd./AON Bermuda Arch Insurance Company Aspen Specialty Insurance Company Associated Electric & Gas Ins Services Ltd AXIS Insurance Company
Berkshire Hathaway Specialty Insurance
Company
Township of Radnor Township of Richland Township of Salem
Township of Sandusky Township of Smith Township of Springfield
Township of St. Clair Township of Sugar Creek Township of Sugarcreek Township of Troy
Township of Tuscarawas Township of Unity Township of Walnut Township of Washington
Township of West Township of Yellow Creek Trumbull County Village of Andover Village of Baltimore
Village of Bluffton, Allen County
Village of Delta Village of Fredericktown Village of Millersport
Village of Rushville
Village of Spencerville Village of Swanton Wayne County Williams County
Wood County
Continental Insurance Company Endurance American Insurance Company Energy Insurance Mutual Ltd
Energy Insurance Services Inc.
Federal Insurance Company Global Aerospace, Inc. Illinois National Insurance Company Lloyds of London Marsh LLC National Union Fire Insurance Company of
Pittsburgh, PA
Navigators Insurance Company Neil Specialty Insurance Company Nuclear Electric Insurance Limited
Hovis, Homer J. Howard, Johnny 0. Howard, Mary Jo Howell, Mike
Hower, Raymond D Hronek, Robert L.
Hulsey, Charles E. Humphries, Charlue Husman, Richard Hutchinson, Benjamin IBEW Local 272 Illinois Commerce Commission Indorf, Frederick
J. Anderw Associates Jackson, Alfred James, Herbert
Jenkins, James Jensen, Ferdinand Johnsey, Thomas Larry Johnson, Alexander A. Johnson, Billy R.
Johnson, Brianna Johnson, Dale
Jones, Charles Claud Jones, Priscilla J. Jones, William W. Julian, William K. Girard Blakley Kanteera Tepartimargorn
Kaylor, Thomas O. Kearns, Elizabeth Kelley, Madgie
Kelley, William E. King, Cecil Kirkland & Ellis LLP
Klinger, Alvin Kosonovich, Melia Kramer, Michelle Kuhar, Mark Kuhl, Frederick
Kuhn, Paul
Lahetta, James Lampe, Gerald A. Lane, Jimmy M Larsen, Robert D. Latham & Watkins LLP Lay, Dale
Lebold, Dennis Lefkowitz, Paul S. Legg, Douglas Lewis, Ruby Mae
Lewis-Goetz & Company, Inc. Little, Howard H.
Locker, Guy L. Lockhart, Murl L. Long, Frederick & Peggy Longshaw, John
Loughery, Darlene Love, William A.
Loveless, Elton B. Lowery, Robert W. Lucius, Peggy
Malanowski, Michael Mangano, Barbara and Anthony Mansour Gavin LPA
Marcotte, Gary Duane Marshman Jr, Herman
Martin, Bobby Joe Matrix PDM Engineering
May, Thomas Wayne McBrayer, McGinnis, Leslie & Kirkland,
PLLC
McBrayer, Otis McCaa, Frank McElroy, Linda McFarren, Jerry
McGhee, Eddie McGhee, Pauline
McIntosh, Paul McIntyre, Dana McKinney, Randy McLain, Elmer Meincke, Mark
Melnor Graphics Merrill, Jerome (Executor of Estate)
Metz Lewis Brodman Must O'Keefe LLC Meyers, Roman, Friedberg & Lewis Milbank, Tweed, Hadley & McCloy LLP Miles, Donald Miller, Franklin W. Miller, Mary Lee Miller, Teresa A.
Ambulance Service Incorporated Amec Foster Wheeler North America Ameren Services Company Amergen Energy Company LLC American Analytical Labs Inc.
American Bureau of Collections Inc. American Electric Power Company American Electric Power Service
Corporation American Exchanger Services Inc.
American Messaging Services LLC American Power Seal LLC American Power Systems American Printing Incorporated
American Waste Management Amerigas Propane LP
Ametek Solidstate Controls Inc. AMS Analysis and Measurement Services Anderson Greenwood Crosby
Anodamine Incorporated Anthony J Pirc Dba Pirc Company Anvil Attachments LLC
Anvil International Incorporated Anvil International LLC AP Services LLC APG Office Furnishings Incorporated
APO Pumps APO Pumps & Compressors LLC Appendix R Solutions
Apple Occupational Medical Svcs LLC Applied Industrial Technologies Applied Lubrication Technology Inc. Applied Specialties Incorporated Applied Technical Services, Inc.
Aqua Ohio Incorporated Aramark Uniform & Career Apparel Arc Associates Arcadia Controls Incorporated
Architectural Ceramics Products Archway Lighting Supply Inc. Ardmore Power Logistics LLC Areva Incorporated
Areva Nuclear Materials LLC Areva/Framatome Argo Sales Company Incorporated
Argo Turboserve Corporation Argus Group Holdings LLC Arinc Control & Information Arinc Control and Information Systems
Arinc Incorporated Around The Clock Maintenance Co Arrow Uniform Rental Artists Incorporated
Arvos Incorporated Asme- International AT&T Atlantic Group Inc.
Atlas Oil Company Atwell's Police & Fire Equipment Co
Audio Visual Innovations Inc. Ault, Jason M. Automated Valve & Equipment Co Avalotis Corporation Avantech Incorporated AVI
AVI Foodsystems Incorporated AVO International Training Institute
Avon Lake Mechanical Services Inc. Aycock Incorporated Aysco Security Consultants Inc. B M Kramer & Company Incorporated Babcock & Brown Wind Portfolio LLC
Baca Stein White & Associates Inc. Badger Industries Incorporated Bainbridge Chemical Company Bainbridge International Inc.
Baker Bohnert Baker Hughes a GE Company LLC Baker II, Thomas A.
Baker Process Equipment Company Inc. Baker, Stanley F. Barclay Brand Ferdon Barno Electronics Incorporated
Cole-Parmer Instrument Company LLC Collingwood Water Co Incorporated
Colona Transfer LP Colonial Michigan Glove
Coltec Industries Incorporated Columbia Steel Casting Company Inc. Columbus Equipment Company Comcast Cable Comcast of California/Pennsylvania/ Commercial Ullman Lubricants Co
Commercial Wire Rope Commerzbank AG Commonwealth Lumber Company Communications Service / Spaulding
Community Markets Compucharts Computer Products Compucom Conco Services Corp
Connolly, Anthony P. Consolidated Chemical Corporation
Consolidated Graphics Group Inc. Consolidation Coal Company Construction Specialties Inc. Container Products Corporation Control Analytics Incorporated Control Components Company
Control Components Incorporated Contura Energy Inc. Cook, Shari A. Cope Farm Equipment Incorporated
Copes Vulcan SPX Cormetech Incorporated
Corrosion Fluid Products Inc. Corrpro Companies Incorporated Corys Thunder Incorporated Cothen,William C. Coucou Corporation Cowher, Thomas M.
Cox Flow Measurement Coyne Textile Services Incorporated CPM Technical Solutions Inc. Craigs Lawn Service LLC
Crane Control Systems Crane Nuclear Incorporated Crescent Electric Supply Company Crown Lift Trucks
CSD Engineers LLC CSX Transportation Incorporated
Culligan International Culligan Water Conditioning Company
Cumberland Industries Inc. Cummings Diesel Cummins
Cummins Bridgeway LLC Cunnings, John B. Curtiss Wright Flow Control Co
Curtiss Wright Flow Control Svc Cor Curtiss Wright Target Rock Division Custom Equipment Company CWC Surveying Company Incorporated
D & M Welding Incorporated D & R Sanitation D B Johnsen Company D W Dickey & Son Incorporated
Darnell, Gary S. Data Systems & Solutions LLC David C Kissig Enterprises Inc. Day & Zimmermann NPS
Dear John Incorporated Defelice Brothers Pizza Delmarva Power & Light Delta-Unibus Corporation
Delta-Unibus Inc. Demag Delaval Turbomachinery Dennis R. Spaulding Inc. Department of Environmental Protection
Dependable Products Incorporated Devonway Incorporated DH Instruments Diamond Power International Inc.
Diamond Power Specialty Company Diamond Technical Services Inc. Digi-Key Corporation Digital Networks
Dimensional Measurement Incorporate Dipietro, Nickolas J. Disc Environmental Service Inc. Distillata Company DMT Industries Incorporated
Doble Engineering Company Docufax Solutions Incorporated Dominion
Dominion Engineering, Inc. Dominion Nuclear Connecticut Inc.
Dominion Virginia Power Don Brodies Thomas Limousine Svc In Don Moulds Plantation Incorporated Donaldson Company Incorporated
Donnelley Financial LLC Donwil Company Dresser Incorporated Dresser Industries
Dresser Rand Dresser Rand Services Div DS Services of America Inc. DTE Energy DTN LLC
DTS
Dubose National Energy Services Inc. Duke Energy Ohio Incorporated Duke Energy Renewable Incorporated Dunbar Mechanical Incorporated Dunford, Jerry D. Dunn Chevrolet Oldsmobile Inc.
Duquesne Light Company Duratek Services Inc. DXP Enterprises Incorporated Dynamic Sealing Systems LLC
Dynegy Gasco Holdings LLC E & R Industrial Sales Incorporated E J Rawson Trucking Company Inc. Eagon & Associates Incorporated
Ealer Electric Supply Company Inc. Eaton Corporation ECA Ecapital LLC Eckert & Ziegler Analytics
Ecological Laboratories Inc. Eden's Excavating Incorporated
Edwards Medical Supply Effox Incorporated El Sohly Laboratories Incorporated
Electric Power Research Inst Electric Power Systems Intl Inc. Electro Analytical Incorporated Element 1 Engineering Incorporated
Element Materials Technology Elgar Corporation
Elliott, Candace S. Ellis, James D.
Elmore Engineering Services, Inc. Elsohly Laboratory Emed Company Incorporated Emerson Process Management LLLP
Emerson Rosemount Emley, James E. Empire Dis Endevor LLC
Enerco Corporation Enercon Services Incorporated Enerfab Incorporated Enerfab Power & Industrial Inc.
Energy & Process Corp Energy Compliance Consultants LLC Energy Control Incorporated Energy Piping WV Incorporated
Exelon Powerlabs LLC Exeltech Incorporated Expansion Joint Systems Expro Incorporated
F N Cuthbert Incorporated Fab-Tec Industries Incorporated Fairbanks Morse Engineer Fairmont Supply Company Fallproof Systems LLC
Famous Distribution Incorporated Famous Enterprises Incorporated Farley Company Farmer, Samuel T.
Fastenal Company Fastenation Incorporated Fayette Parts Service Incorporated
FCX Performance / Simco Controls FCX Performance Incorporated Fenner Dunlop CSS Incorporated Ferguson Enterprises Inc. Ferguson Tire Service Company Inc.
JAN Services Industries J C Ehrlich Company Incorporated
J F Good Supply J&L Septic J. M. Yoe, LLC Jackson-Hirsh Incorporated
Jaix Leasing Company Jay Industrial Controls LLC Jensen Hughes Incorporated Jett
Jewell, Stephen E. JNT Technical Services Incorporated John Crane Incorporated Johnson Controls Incorporated
Johnson Equipment Company Johnson, Michael L. Johnston Pump Company Johnstone Supply Incorporated
Jones & Henry Laboratories Inc. Joseph J. Brunner Incorporated
Joseph Y. Stuart and Associates LLC K M Sanford Co Incorporated Kahn & Company Incorporated Kalsi Engineering Incorporated Kano Laboratories Incorporated Kapernick, Jeffrey R.
Kaufman Container Company Kaufman, Gary G. Kellermeyer
Kellermeyer Bergensons Services LLC Kelley Industrial Sales Inc. Kelly, James B. Kendall Electric Incorporated
Kennedy Industries Incorporated Kerneos Incorporated Kerry Company Incorporated Kiemle-Hankins Co
Lisowski, Jason J. Lopez Md, Francisco Louis Allis Lowe's Credit Services Luckey Farmers Incorporated Ludeca Incorporated
Lunar Services LLC LVR Incorporated M L Ball Company Incorporated M S Jacobs & Associates Inc.
M,artin, Thomas T. M.A.W.G. Incorporated M.E.S.O. Incorporated Macquarie Energy LLC
Mader Machine Company Inc. Magesco Incorporated
Magnetech Industrial Services Inc. Magnum Coal Company Magotteaux Incorporated Maintenance Equipment & Chemicals
Maintenance Systems of Northern Ohio, Inc. / 55125073 Mangan, Lawrence A. Manhattan Telecommunications Corp D Mansfield Maintenance Incorporated Manufacturers Education Council Inc.
Marathon Petroleum Company LP Marchant Enterprises Incorporated Marion Hill Associates Incorporated
Marko, John R. Marmon Wire & Cable Incorporated Maryland Solar Holdings Inc. Mascaro Construction Company LP
North Penn Pipe & Supply Inc. North Shore Pump & Equipment Compan Northeast Filter & Equipment Co
Northeast Ohio Natural Gas Northeast Ohio Regional Northeast Parts Group LLC Northern Panhandle Pipe & Supply Northern Tool & Equipment Company Northwood Door
Nova Machine Products Incorporated NRC NSF International Strategic NTS Technical Systems
Nuclear Energy Consultants Inc. Nuclear Energy Institute Nuclear Information Technology Nuclear Logistics Incorporated
Nuclear Management Company LLC Nuclear Power Outfitters LLC Nuclear Security Services Corp Nucon International Incorporated
NUS Instruments NWS Technologies LLC NWT Corporation Oak Harbor Auto Parts Company Inc.
OCE North America Incorporated Office Depot Incorporated Office Max Ohio Cat Ohio Fire Shield Incorporated
Ohio Gratings Incorporated Ohio Machinery Company Ohio Paving & Construction Co Inc.
Ohio Transmission Corporation Ohio Valley General Hospital Ohio Valley Industrial Services Ohio-West Virginia Excavating
Omega Engineering Incorporated Ontko, John K.
Open Access Technology Int (Oati) Oprean, Jeffrey E. Orbital Engineering Incorporated Orkin Incorporated
OSI Software Inc. / 55123506 Osting, Steven J.
Oxbow Carbon & Minerals Inc. Pace Analytical Services Incorporated Pace, Danny L.
Pacer Service Center Pacific Rim Capital Incorporated Pac-Van Trailers / 0055125455
Pajarito Scientific Corporation Paladin Protective Systems Inc. Palisade Corporation Pall Corporation Pall Filtration & Separations
Pall Power Generation Div Pall Trincor Palmer Instruments Incorporated
Panhandle Cleaning and Restoration Papa, Brandon M. Papco Industries Incorporated Par Systems Incorporated Paragon Energy Solutions LLC
Parker Hannifin Corporation
Patent Construction Systems PCI Promatec Contracting Inc. Pemco Design Service Incorporated Pena-Plas Company Penn Power Pennsylvania Controls Company LLC
Pennsylvania Crusher Corporation Pennsylvania Tool Sales & Service
Pennwest Industrial Trucks LLC Penstan Supply Perkin Elmer LLC Incorporated Perko, Deborah M. Petrochoice Holdings Incorporated Petroleum Systems Incorporated
Petroleum Traders Corporation Petroliance LLC Philadelphia Tramrail Company Philip Services Corp. Phoenix Partners LLC
Planet Forward Energy Solutions LLC Plesh Industries Incorporated Plymale, Scott T. PNC Equipment Finance, LLC PNCEF LLC
Point Security Incorporated Polycom Pontoon Solutions Incorporated
Pooled Equipment Inventory Company Pooled Inventory Equipment Co Portersville Prd LLC Portersville Valve Company
Potter Volunteer Fire Dept. Powell Electrical Systems Inc. Power & Industrial Services Corp
Power Plus International Power System Sentinel Tech LLC Power Tools Sales & Service Inc. PPG Architectural Finishes Inc. Praxair Distribution Incorporated Precision Sign & Awning
Preiser Scientific Premier Safety & Service Inc. Presray Corporation
Prime National Steel Corp Process Engineering & Equipment Co
Process Instruments Incorporated Process Kana Incorporated Process Pump & Seal Incorporated Process Solutions Incorporated Proco Products Incorporated Producers Associates Incorporated
Professional Electric Products Co Professional Training Assoc Inc. Proftech LLC Progress Rail Services Corporation
Providence Fire Protection Inc. PSC Holdings Incorporated
Smartsolution Technologies LP Smith Instruments Sofis Company Incorporated
Sol Systems LLC Solomon Diving Incorporated Solvay Chemicals Incorporated Sor Incorporated
Sottile Enterprises South Bend Med Foundation Inc. South Carolina Electric And Gas Co Southern Nuclear Operations Co
Southern Parts & Engineering Co Southwest Solutions Group Inc. Spada, Brian Speakerbus Incorporated
Spirit Services SPL Houston Laboratory Spraying Systems Company SPX Flow Incorporated
SPX Heat Transfer LLC SPX Process Equipment SPX Valves and Controls Square D Company
St. Charles Mercy Health Foundation Standard Environmental Products Stansley Industries Incorporated Stantec Consulting Services Inc. Starbeam Lighting LLC
State of Ohio State of Ohio Treasurer Steam Turbine Alternative Resources Steed, Timothy F.
Hepler Broom LLC Hunton & Williams LLP J E Ciechanowich Incorporated
GIC Pte. Ltd. Green Century Capital Management, Inc. LS Power Equity Partners Permian Investments S.a.r.l. State Street Global Advisors, Inc. T. Rowe Price Associates, Inc.
The Vanguard Group, Inc. Zimmer Partners, LP
Jackson Kelly PLLC
Jeffrey S Levine (Energy Data, LLC) Law Firm of Russell R Johnson III Law Office of Kathy Kolich Lewis Brisbois Bisgaard & Smith LLP Litchfield Cavo LLP
1. Due to the sensitive and proprietary nature of this information, the Parties Objecting to Retail Sale as well as connections to such Parties will be provided solely to the office of the United States Trustee and counsel to the Creditors' Committee.
12280819.2\0550303 72
Parties Listed on Filed 2019 Statements, as of September 24, 2018
Canyon Capital Advisors LLC VR Capital Group Ltd. GoldenTree Asset Management LP
Middle River’s Connections with Potential Parties in Interest
Middle River serves as an independently contracted asset manager to companies which own certain power generation assets (such entities, herein “Clients”). Middle River has not been engaged to provide asset management or other services by any of the Potential Parties in Interest other than the certain engagements by affiliates of Avenue disclosed in the Declaration. However, in the interest of full disclosure certain of MRP’s Clients have contractual relationships with Potential Parties in Interest.