UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION In re: FIRSTENERGY SOLUTIONS CORP., et al., 1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 18-50757 (Jointly Administered) Hon. Judge Alan M. Koschik DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF AKIN GUMP STRAUSS HAUER & FELD LLP AS CO-COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE FirstEnergy Solutions Corp. and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), file this application (the “Application”) for the entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the employment and retention of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) to serve as co-counsel to the Debtors effective nunc pro tunc to the Petition Date (as defined below). In support of this Application, the Debtors submit the Declaration of Scott L. Alberino, a partner at Akin Gump (the “Alberino Declaration”), attached hereto as Exhibit B, and the Declaration of Rick C. Giannantonio, General Counsel of FES (as defined below), attached hereto as Exhibit C (the “Giannantonio Declaration”), and respectfully state as follows. 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. 18-50763. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320. 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 1 of 18 J URISDICTION 1. AND V ENUE The United States Bankruptcy Court for the Northern District of Ohio (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 2. Venue of this proceeding is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The bases for the relief requested herein are sections 327(a), 328(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the Local Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Northern District of Ohio (the “Local Rules”). B ACKGROUND 4. On March 31, 2018 (the “Petition Date”), each of the Debtors filed a voluntary petition with the Court under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their property as debtors and debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors have requested joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). The Court has not appointed a trustee and the Office of the United States Trustee for the Northern District of Ohio (the “US Trustee”) has not yet formed any official committees in these chapter 11 cases. 5. Debtor FirstEnergy Solutions Corp. (“FES”), an Ohio corporation, is the parent company for Debtors FE Aircraft Leasing Corp. (“FEALC”), an Ohio corporation, FirstEnergy Generation, LLC (“FG”), an Ohio limited liability company, and FirstEnergy Nuclear Generation, LLC (“NG”), an Ohio limited liability company. Debtor FG is the parent company 2 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 2 of 18 for Debtors FirstEnergy Generation Mansfield Unit 1 Corp. (“FGMUC”), an Ohio corporation, and Norton Energy Storage L.L.C. (“NES”), a Delaware limited liability company.2 Debtor FirstEnergy Nuclear Operating Company (“FENOC”), an Ohio corporation, is an affiliate of FES. Non-Debtor FirstEnergy Corp. (“FE Corp.”), an Ohio corporation, is the parent company of FES and FENOC and the ultimate parent company for each of the Debtors in these chapter 11 cases and certain of FE Corp.’s non-Debtor affiliates (collectively, “FirstEnergy” or “FirstEnergy Group”). 6. Further facts and circumstances supporting this Application, along with a detailed discussion of the Debtors’ business operation and capital structure, are set forth in the Declaration of Donald R. Schneider, in Support of Chapter 11 Petitions and First Day Motions. AKIN GUMP’S QUALIFICATIONS 7. The Debtors have determined that it is necessary to engage attorneys with knowledge and experience in, among other areas, bankruptcy reorganization, finance, tax and corporate governance. Such legal counsel will enable the Debtors to carry out their duties in the chapter 11 cases and will assist the Debtors in the administration of the chapter 11 cases. The Debtors, therefore, propose to retain the law firm of Akin Gump as their lead bankruptcy counsel in the chapter 11 cases. 8. Akin Gump has recognized expertise with business reorganizations under chapter 11 of the Bankruptcy Code and has been actively involved in many of the largest chapter 11 cases filed in the last 10 years. Akin Gump represents or has represented debtors and debtors in possession and other parties in interest in recent cases, including debtors in the following cases: In re Rand Logistics, Inc., No. 18-10175 (BLS) (Bankr. D. Del. Feb. 21, 2018) 2 FG also owns a 99% limited partnership interest in Nautica Phase 2 Limited Partnership, which has $10 million in outstanding debt. 3 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 3 of 18 [Docket No. 103]; In re Hercules OffShore, Inc., No. 16-11385 (KJC) (Bankr. D. Del. July 12, 2016) [Docket No. 117]; In re Allied Nevada Gold Corp., No. 15-10503 (MFW) (Bankr. D. Del. Apr. 15, 2015) [Docket No. 195]; In re Quicksilver Resources Inc., No. 15-10585 (LSS) (Bankr. D. Del. Apr. 14, 2015) [Docket No. 196]; In re QCE Finance LLC, No. 14-10543 (PJW) (Bankr. D. Del. Apr. 9, 2014) [Docket No. 186]; In re Metro Affiliates, Inc., No. 13-13591 (SHL) (Bankr. S.D.N.Y. Dec. 3, 2013) [Docket No. 181]; In re Atari, Inc., No. 13-10176 (REG) (Bankr. S.D.N.Y. Mar. 6, 2013) [Docket No. 115]; In re Inner City Media Corp., No. 11-13967 (SCC) (Bankr. S.D.N.Y. Oct. 5, 2011) [Docket No. 105]; In re Archbrook Laguna Holdings LLC, No. 11-13292 (SCC) (Bankr. S.D.N.Y. Aug. 3, 2011) [Docket No. 144]; In re TerreStar Corp., No. 11-10612 (SHL) (Bankr. S.D.N.Y. Feb. 23, 2011) [Docket No. 13]; In re TerreStar Networks Inc., No. 10-15446 (SHL) (Bankr. S.D.N.Y. Nov. 17, 2010) [Docket No. 179]; In re Trident Res. Corp., No. 09-13150 (MFW) (Bankr. D. Del. Oct. 5, 2009) [Docket No. 73]; and In re Granite Broad. Corp., No. 06-12984 (ALG) (Bankr. S.D.N.Y. Dec. 14, 2006) [Docket No. 37]. 9. Additionally, Akin Gump represents or has represented various parties in interest in recent cases involving energy generation companies, including in the following cases: In re SunEdison, Inc., No. 16-10992 (SMB) (Bankr. S.D.N.Y.), counsel to the Tranche B Lenders and Steering Committee; In re Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr. D. Del.), counsel to UMB Bank, N.A. as indenture trustee and former counsel to the Ad Hoc Committee of EFIH Unsecured Noteholders and EFIH Second Lien DIP Commitment Parties; In re Dynegy Holdings, LLC, No, 11-38111 (CGM) (Bankr. S.D.N.Y. Dec. 27, 2011) [Docket No. 265], counsel to the Official Committee of Unsecured Creditors; and In re Calpine Corp, No. 0560200 (CGM) (Bankr. S.D.N.Y. Feb. 15, 2006) [Docket No. 810], counsel to the Official Committee of Unsecured Creditors. 4 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 4 of 18 10. In addition to its recognized expertise in complex chapter 11 cases, Akin Gump is familiar with the Debtors’ business and financial affairs due to its having worked closely with the Debtors, FE Corp. and certain of FE Corp.’s direct and indirect non-Debtor subsidiaries for more than a decade prior to the commencement of the chapter 11 cases. Between 1990 and July 2004, Akin Gump represented FE Corp. and certain of its direct or indirect subsidiaries on certain discrete matters, including labor, litigation, and federal regulatory matters. In July 2004, Akin Gump’s representation of FE Corp. and its direct and indirect subsidiaries, including FES, FG, and NG, expanded with Akin Gump taking on additional corporate, finance, securities, and mergers and acquisition work, while still continuing to handle discrete labor, litigation and federal regulatory matters. 11. Prior to the Petition Date, Akin Gump was retained by FES in April 2016 and by FENOC in February 2017 to assist with certain scenario planning, including a potential restructuring, under separate engagement letters. During this 24-month period (as it relates to FES) and 14-month period (as it relates to FENOC) before the Petition Date (the “Pre-Petition Period”), Akin Gump billed FES and FENOC using its standard hourly rates in effect at that time. 12. On November 29, 2016, in light of the potential restructuring of FES and FENOC, FE Corp. retained Jones Day to represent it and its non-Debtor subsidiaries and affiliates (including FESC), in connection with the potential restructuring of FES and FENOC. In addition, on February 28, 2017, the independent directors of FES and FENOC retained Willkie Farr & Gallagher LLP to act as their counsel in connection with an evaluation and investigation of certain intercompany transactions and to serve as conflicts counsel for FES and FENOC, including, if necessary, to prosecute litigation against FE Corp. and any of its non-Debtor 5 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 5 of 18 subsidiaries and affiliates. Akin Gump established an ethical wall whereby those attorneys and other Akin Gump personnel who were representing FE Corp. and its affiliates and subsidiaries excluding the Debtors in connection with various transactional, regulatory, financing and securities work and corporate matters, including but not limited to regulatory filings with the Securities and Exchange Commission (“SEC”), were walled off from those attorneys and other Akin Gump personnel representing the Debtors in connection with the potential restructuring.3 FESC, on behalf of FE Corp. and its non-Debtor subsidiaries and affiliates, and FES, on behalf of itself and the other Debtors, signed a letter waiving any actual or potential conflicts arising from Akin Gump’s representation of the Debtors in connection with the possible restructuring and Akin Gump’s continuing representation, subject to the ethical wall, of FE Corp. and its nonDebtor subsidiaries and affiliates on the matters described herein; provided, however, that Akin Gump will not represent the Debtors in any litigation under Federal Rule of Bankruptcy Procedure 7001 between the Debtors and FE Corp. and/or its non-Debtor subsidiaries or affiliates. As of March 15, 2018, Akin Gump ceased performing all legal services for FE Corp. and its affiliates and subsidiaries other than the Debtors. 13. As a result of its past and current representations described herein, Akin Gump is intimately familiar with the Debtors’ business, financial affairs, indebtedness, third party obligations, regulatory status, and capital structure and has the necessary background to address effectively and efficiently the various legal issues that may arise in the context of the chapter 11 cases. For these reasons, I believe that Akin Gump is both well qualified and uniquely situated to represent the Debtors in the chapter 11 cases. 3 There were two limited exceptions: those attorneys working on regulatory compliance and filing issues and those attorneys working on Allegheny Energy Supply Company, LLC’s transfer of certain assets or equity interests to a third party purchaser (excluding all AES restructuring matters). 6 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 6 of 18 SCOPE OF SERVICES 14. Subject to further order of the Court, the Debtors request the retention and employment of Akin Gump to render the following legal services: 15. (a) advise the Debtors with respect to their rights, powers and duties as debtors in possession; (b) advise the Debtors with respect to the conduct of the chapter 11 cases, including all of the legal and administrative requirements in chapter 11; (c) advise the Debtors and take all necessary or appropriate actions at the Debtors’ direction with respect to protecting and preserving the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates; (d) prepare pleadings in connection with the chapter 11 cases, including motions, applications, answers, orders, reports and other papers necessary or otherwise beneficial to the administration of the Debtors’ estates; (e) advise the Debtors in connection with any potential sale of assets; (f) appear before the Court and any other courts to represent the interests of the Debtors’ estates before such courts; (g) attend meetings and represent the Debtors in negotiations with representatives of creditors and other parties in interest; and (h) advise on issues including (i) analyzing the Debtors’ leases and contracts and assumptions and assignments or rejections thereof, (ii) analyzing the validity of liens against the Debtors and (iii) advising the Debtors on corporate and litigation matters. In addition, by separate applications filed contemporaneously herewith or expected to be filed shortly hereafter, the Debtors are also seeking to employ: (a) Brouse McDowell, LPA, as local counsel; (b) Willkie Farr & Gallagher LLP, as conflicts counsel and counsel to independent directors; (c) Stark & Knoll Co., L.P.A., as local counsel to Willkie Farr & Gallagher LLP; (d) Hogan Lovells US LLP, as nuclear regulatory conflicts counsel; (e) Quinn Emanuel Urquhart & Sullivan, LLP, as special litigation counsel; (f) Alvarez & Marsal North 7 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 7 of 18 America LLC, as financial advisor and Charles Moore, as chief restructuring officer; (g) Lazard Frères & Co. LLC, as investment banker; (h) KPMG LLP, as tax consultant; (i) ICF Resources, LLC, as energy markets advisor; (j) Sitrick and Company, as corporate communications consultants; and (k) Prime Clerk LLC, as claims and noticing agent. The Debtors may also file motions or applications to employ additional professionals. Akin Gump will work closely with each of these professionals to prevent unnecessary or inefficient duplication of services, and will take whatever steps are necessary and appropriate to avoid any such duplication. PROFESSIONAL COMPENSATION 16. Akin Gump intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases, subject to the Court’s approval and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable procedures and orders of this Court. 17. Subject to the approval of this Court, Akin Gump will bill at its standard hourly rates in effect when services are rendered. Akin Gump’s current hourly rates for matters related to the chapter 11 cases range as follows: 18. (a) Partners: $840—$1,695 (b) Senior Counsel: $665—$1,100 (c) Counsel: $700—$990 (d) Associates: $495—$915 (e) Paraprofessionals: $160—$430 The Debtors believe that these rates are consistent with market rates for comparable services, and are informed that Akin Gump sets its hourly rates on an annual basis after consulting with various independent market sources. 8 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 8 of 18 19. The foregoing hourly rates were effective as of January 1, 2018. Akin Gump’s billing rates are subject to periodic adjustments (typically in January of each year) to reflect economic and other conditions. As discussed herein, Akin Gump was retained by FES since April 2016 and FENOC since February 2017 to assist with certain scenario planning, including a potential restructuring. During the Pre-Petition Period, Akin Gump billed FES and FENOC using its hourly rates in effect at that time. Except for the annual adjustment to Akin Gump’s billing rates on January 1, 2017 and January 1, 2018, Akin Gump’s billing rates did not otherwise change or increase between Akin Gump’s April 7, 2016 engagement by FES and its February 21, 2017 engagement by FENOC; this annual increase is in accordance with its ordinary practice. 20. Additionally, the hourly rates set forth above are Akin Gump’s standard hourly rates for work of this nature.4 These rates are set at a level designed to compensate Akin Gump fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Akin Gump operates in a complicated, national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s expertise, performance and reputation, the nature of the work involved, and other factors. Akin Gump’s hourly rates vary with the experience and seniority of the individuals assigned. However, Akin Gump’s hourly rates are consistent with the rates that Akin Gump charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. Akin Gump did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. 4 Akin Gump has included in the Alberino Declaration its responses to the questions posed by section D(1) of the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “Revised UST Guidelines”). 9 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 9 of 18 21. Subject to this Court’s approval, Akin Gump will also bill for, and maintain detailed records of, actual and necessary costs and expenses incurred in connection with the legal services described above. The Debtors understand that Akin Gump is customarily reimbursed for all expenses incurred in connection with the representation of a client in a given matter, including, but not limited to, photocopying services, printing, delivery charges, filing fees, postage and computer research time. Akin Gump currently charges $0.20 per page for standard duplication in its offices. Consistent with Local Bankruptcy Rule 2016-1 and the United States Bankruptcy Court for the Northern District of Ohio’s Guideline for Compensation and Expense Reimbursement for Professionals, Akin Gump will charge no more than $0.20 per page for standard duplication in the Debtors’ chapter 11 cases. COMPENSATION RECEIVED BY AKIN GUMP FROM THE DEBTORS 22. Akin Gump has represented FES since April 7, 2016 and FENOC since February 24, 2017 in connection with certain scenario planning, including a potential restructuring. A copy of the FES engagement letter and the FENOC engagement letter (collectively, the “Engagement Letters”) are attached hereto as Exhibit D. As part of Akin Gump’s prepetition engagement by the Debtors, Akin Gump generally was compensated in accordance with Akin Gump’s standard practices, which is to bill on a monthly basis with payment due within 30 days of receipt of such statement.5 5 A detailed discussion of how payments that are owed by the Debtors to third parties, including Akin Gump, are funded and paid is provided in the Motion of the Debtors for Entry of Interim and Final Orders (A) Authorizing Debtors to (I) Continue Using Their Existing Cash Management System and (II) Maintain Existing Business Accounts and Business Forms, (B) Authorizing Continued Intercompany Transactions; (C) Granting Postpetition Intercompany Claims Administrative Expense Priority, and (D) Related Relief [D.I. 10]. 10 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 10 of 18 23. During the ninety-day period prior to the Petition Date, Akin received the following amounts from the Debtors: Type of Transaction Date Advance Payment Balance Prior to 90-day period before the Petition Date Invoice of Fees and Expenses 1/31/18 Receipt of Additional Advance Payment 2/9/18 Application of Advance Payment to 1/31/18 Invoice6 2/9/18 Receipt of Additional Advance Payment 2/16/18 Invoice of Fees and Expenses 2/28/18 Receipt of Additional Advance Payment 3/9/18 Application of Advance Payment to 2/28/18 Invoice 3/9/18 Invoice of Fees and Expenses 3/9/18 Receipt of Additional Advance Payment 3/16/18 Application of Advance Payment to 3/9/18 Invoice 3/16/18 Current Known Unpaid Fees and Expenses Owed as of Petition Date7 As of 3/31/18 Application of Advance Payment to Current Known Unpaid Fees and Expenses Owed as of Petition Date As of 3/31/18 Amount of Fees and Expenses Invoiced Amount of Additional Payment Received Balance of Advance Payment $2,000,000.00 $455,490.96 $483,334.39 $2,483,334.39 $2,000,000.00 $1,000,000.00 $3,000,000.00 $1,372,605.71 $4,372,605.71 $1,372,605.71 $3,000,000.00 $1,912,666.67 $4,912,666.67 $7, 912,666.67 $6,000,000.00 $3,783,182.51 $2,216,817.49 6 In addition to applying this payment to the January 31, 2018 invoice, an invoice that was submitted prior to the 90day period was also paid. 7 To the extent Akin Gump identifies any additional prepetition fees and expenses not provided for herein, Akin Gump shall apply the remaining advance payment retainer to such amounts owed. 11 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 11 of 18 24. As of the Petition Date, the Debtors did not owe Akin Gump any amounts for legal services rendered before the Petition Date. Although certain prepetition fees and expenses may have been incurred, but not yet applied to Akin Gump’s advance payments, Akin Gump’s total advance payments always exceeded any amounts listed or to be listed on invoices describing services rendered and expenses incurred prior to the Petition Date. If any advance amounts remain after application of the advance amount against additional accrued and unpaid prepetition fees and expenses, such amount (if any) will be applied to Akin Gump’s approved fees and expenses in the chapter 11 cases in connection with its final fee application. 25. Pursuant to Bankruptcy Code section 504 and Bankruptcy Rule 2016(b), Akin Gump has not shared or agreed to share (a) any of its compensation from the Debtors with any other persons, other than employees and partners of Akin Gump, or (b) any compensation any other persons have received or may receive from the Debtors. AKIN GUMP’S DISINTERESTEDNESS 26. To the best of the Debtors’ knowledge, information and belief, neither Akin Gump, nor any Akin Gump professional working on or connected to Akin Gump’s engagement on the Debtors’ behalf, has any connection with the Debtors, their creditors or any other party in interest in the Debtors’ chapter 11 cases, or their respective attorneys or accountants, except as set forth in the Alberino Declaration. 27. To the best of the Debtors’ knowledge, information and belief, Akin Gump does not hold or represent any interest adverse to the Debtors or their estates, except as set forth in the Alberino Declaration. 28. Based upon the Alberino Declaration, the Debtors submit that Akin Gump is a “disinterested person,” as such term is defined in Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), as required by Bankruptcy Code section 327(a). 12 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 12 of 18 29. Akin Gump will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. Pursuant to Bankruptcy Rule 2014, to the extent that Akin Gump learns of any additional material information relating to its employment (such as potential or actual conflicts of interest), Akin Gump will file and serve a supplemental declaration with the Court setting forth such additional information. 30. As discussed above, Akin Gump has in the past provided FE Corp. and certain of its non-Debtor direct and indirect subsidiaries (the “Related Non-Debtor Parties”) with legal services on matters unrelated to the Debtors and their chapter 11 cases. Specifically, Akin Gump has previously provided legal services to Related Non-Debtor Parties with respect to various matters, including, (a) periodic reporting required under the Securities Exchange Act of 1934 and related earnings releases, (b) bond offerings for FE Corp.’s regulated utility and transmission company subsidiaries including American Transmission Services, Incorporated, FirstEnergy Transmission, LLC and The Cleveland Electric Illuminating Company, (c) existing bond financings where Akin Gump was the issuer’s counsel, (d) the sale of Federal Energy Regulatory Commission (“FERC”) jurisdictional assets, (e) authorization from FERC for debt issuances by regulated subsidiaries, (f) FERC compliance issues and (g) miscellaneous required filings with FERC. RELIEF REQUESTED 31. By this Application, and pursuant to Bankruptcy Code sections 327(a), 328(a) and 330, Bankruptcy Rules 2014(a) and 2016 and Local Rule 2016-1, the Debtors seek the entry of the Order authorizing the retention and employment of Akin Gump as their bankruptcy counsel nunc pro tunc to the Petition Date. 13 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 13 of 18 SUPPORTING AUTHORITY 32. Bankruptcy Code section 327(a) provides that a debtor, subject to Court approval: [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title. 11 U.S.C. § 327(a). 33. Additionally, pursuant to Bankruptcy Code section 328(a), the Debtors “with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a). Bankruptcy Code section 328(a) permits compensation of professionals on flexible terms that reflect the nature, extent, and value of their services and market conditions. See In re Zylstra Dairy Ltd., No. 16-32720, 2016 Bankr. LEXIS 4434 *5 (Bankr. N.D. Ohio Dec. 22, 2016), (granting payment based on a pre-approved fee arrangement under Bankruptcy Code sections 327(a) and 328(a)); see also In re Vertis Holdings, Inc., No. 12-12821 (CSS) (Bankr. D. Del. Nov. 20, 2012) [Docket No. 294] (authorizing the retention and employment of lead counsel to the debtors under Bankruptcy Code sections 327(a) and 328(a)). 34. Furthermore, Bankruptcy Rule 2014(a) requires that an application for retention include: [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. Fed. R. Bankr. P. 2014. 14 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 14 of 18 35. The Debtors submit that for all the reasons stated above and in the Alberino Declaration, the retention and employment of Akin Gump as lead counsel to the Debtors is warranted. Further, as stated in the Alberino Declaration, Akin Gump is a “disinterested person” within the meaning of Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), as required by Bankruptcy Code section 327(a), and does not hold or represent an interest adverse to the Debtors’ estates and has no connection to the Debtors, their creditors, or other parties in interest, except as disclosed in the Alberino Declaration. NOTICE 36. No trustee, examiner or official committee has been appointed in the Debtors’ chapter 11 cases. Notice of this Motion has been served on the following parties and/or their counsel, if known, via facsimile, overnight delivery, e-mail, and/or hand delivery: (a) the Office of the U.S. Trustee for the Northern District of Ohio; (b) the entities listed on the Consolidated List of Creditors Holding the 50 Largest Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to the Bank of New York Mellon Trust Company, N.A., in its capacity as indenture trustee under various indenture agreements; (d) counsel to UMB Bank, National Association, in its capacity as indenture trustee, paying agent, and collateral trustee under various indenture agreements, including, without limitation, certain pollution control revenue bond indentures and certain first mortgage bond indentures, and trust agreements; (e) counsel to Wilmington Savings Fund Society, FSB, in its capacity as indenture trustee and pass through trustee under various indenture agreements and trust agreements in connection with the Bruce Mansfield Unit 1 sale-leaseback; (f) counsel to the Ad Hoc Group of Holders of the 6.85% Pass Through Certificates due 2034; (g) counsel to the ad hoc group of certain holders of (i) pollution control revenue bonds supported by notes issued by FG and NG and (ii) certain unsecured notes issued by FES (collectively, the “Ad Hoc Noteholder Group”); (h) counsel to FirstEnergy Corp.; 15 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 15 of 18 (i) counsel to MetLife Capital, Limited Partnership; (j) the District Director of the Internal Revenue Service; (k) the Securities and Exchange Commission; (l) the Office of the United States Attorney for the Northern District of Ohio; (m) the United States Environmental Protection Agency; (n) the Nuclear Regulatory Commission; (o) the United States Department of Energy; (p) the Federal Energy Regulatory Commission; and (q) the Office of the Attorney General for Ohio; (r) the Office of the Attorney General for Pennsylvania; (s) the Office of the Attorney General for Illinois; (t) the Office of the Attorney General for Maryland; (u) the Office of the Attorney General for Michigan; (v) the Office of the Attorney General for New Jersey; (w) the National Association of Attorneys General; and (x) and all other parties included in the General Service List not listed above. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. [Remainder of page intentionally left blank.] 16 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 16 of 18 WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the Court enter the Order, substantially in the form annexed hereto as Exhibit A, granting the relief requested in the Application and such other and further relief as may be just and proper. Dated: April 6, 2018 /s/ Charles M. Moore Charles M. Moore Debtors’ Chief Restructuring Officer 17 18-50757-amk Doc 234 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 17 of 18 B2030 (Form 2030) (12/15) United States Bankruptcy Court Northern District of Ohio In re Case No. Chapter FirstEnergy Solutions Corp, et al. Debtor(s) 18-50757 11 DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR(S) 1. 2. Pursuant to 11 U .S.C. § 329(a) and Fed. Bankr. P. 2016(b), I certify that I am the attorney for the above named debtor(s) and that compensation paid to me within one year before the filing of the petition in bankruptcy, or agreed to be paid to me, for services rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection with the bankruptcy case is as follows: For legal services, I have agreed to accept Prior to the filing of this statement I have received [excluding unapplied advance retainer payment] $ 17,961,496.45 $ 17,961,496.45 Balance Due $ 0.00 The source of the compensation paid to me was: Debtor 3. Other (specify): See Cash Management Motion for further description of how payments were made. The source of compensation to be paid to me is: Debtor 4. Other (specify): I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm. I have agreed to share the above-disclosed compensation with a person or persons who are not members or associates of my law firm. A copy of the agreement, together with a list of the names of the people sharing in the compensation is attached. 5. In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including: a. b. c. d. e. 6. Analysis of the debtor's financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy; Preparation and filing of any petition, schedules, statement of affairs and plan which may be required; Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof; Representation of the debtor in adversary proceedings and other contested bankruptcy matters; [Other provisions as needed] Such other matters as may be required or requested by the Debtors in these Chapter 11 cases. By agreement with the debtor(s), the above-disclosed fee does not include the following service: N/A CERTIFICATION I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor(s) in this bankruptcy proceeding. /s/ Scott Alberino April 6, 2018 Date Scott Alberino (admitted pro hac vice) Signature of Attorney Akin Gump Strauss Hauer & Feld LLP 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036 202-887-4000 Fax: 202-887-4288 salberino@akingump.com Name of law firm Software Copyright (c) 1996-2017 Best Case, LLC - www.bestcase.com 18-50757-amk Doc 234 FILED 04/06/18 Best Case Bankruptcy ENTERED 04/06/18 20:26:31 Page 18 of 18 Exhibit A Proposed Order 18-50757-amk Doc 234-1 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 1 of 6 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION In re: FIRSTENERGY SOLUTIONS CORP., et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 18-50757 (Jointly Administered) Hon. Judge Alan M. Koschik ORDER APPROVING DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF AKIN GUMP STRAUSS HAUER & FELD LLP AS CO-COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE Upon the application (the “Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the Debtors to retain and employ Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) as their cocounsel effective nunc pro tunc to the Petition Date, pursuant to sections 327(a), 328(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2016-1 of the Bankruptcy Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the “Local Rules”); and the Court having reviewed the Application, the Declaration of Scott L. Alberino, a partner at Akin Gump (the “Alberino Declaration”), and the declaration of Rick C. Giannantonio (the “Giannantonio Declaration”); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found 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. 18-50763. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 18-50757-amk Doc 234-1 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 2 of 6 that the Application is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found based on the representations made in the Application and in the Alberino Declaration that (a) Akin Gump does not hold or represent an interest adverse to the Debtors’ estates and (b) Akin Gump is a “disinterested person” as defined in Bankruptcy Code section 101(14) and as required by Bankruptcy Code section 327(a); and the Court having found that the relief requested in the Application is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and the Court having found that the Debtors provided adequate and appropriate notice of the Application under the circumstances and that no other or further notice is required; and the Court having reviewed the Application and having heard statements in support of the Application at a hearing held before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and any objections to the relief requested herein having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Application is granted to the extent set forth herein. 2. The Debtors are authorized to retain and employ Akin Gump as their co-counsel nunc pro tunc to the Petition Date. 3. Akin Gump is authorized to provide the Debtors with the professional services as described in the Application. Specifically, but without limitation, Akin Gump will render the following legal services: (a) advise the Debtors with respect to their rights, powers and duties as debtors in possession; (b) advise the Debtors with respect to the conduct of the chapter 11 cases, including all of the legal and administrative requirements in chapter 11; 2 18-50757-amk Doc 234-1 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 3 of 6 4. (c) advise the Debtors and take all necessary or appropriate actions at the Debtors’ direction with respect to protecting and preserving the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates; (d) prepare pleadings in connection with the chapter 11 cases, including motions, applications, answers, orders, reports and other papers necessary or otherwise beneficial to the administration of the Debtors’ estates; (e) advise the Debtors in connection with any potential sale of assets; (f) appear before the Court and any other courts to represent the interests of the Debtors’ estates before such courts; (g) attend meetings and represent the Debtors in negotiations with representatives of creditors and other parties in interest; and (h) advise on issues including (i) analyzing the Debtors’ leases and contracts and assumptions and assignments or rejections thereof, (ii) analyzing the validity of liens against the Debtors and (iii) advising the Debtors on corporate and litigation matters. Akin Gump shall use its best efforts to avoid any duplication of services provided by any of the Debtors’ other retained professionals in these chapter 11 cases. 5. In accordance with Bankruptcy Code section 327(a) and, with respect to Akin Gump’s hourly rates, Bankruptcy Code section 328(a), Bankruptcy Rules 2014(a) and 2016 and Local Rule 2016-1, the Debtors are hereby authorized to employ and retain Akin Gump as their attorneys in the chapter 11 cases in accordance with Akin Gump’s normal hourly rates and disbursement policies as contemplated by the Application. 6. Akin Gump shall apply for compensation and reimbursement of expenses in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. Akin Gump intends to make a reasonable effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Revised UST Guidelines, both in connection with this 3 18-50757-amk Doc 234-1 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 4 of 6 Application and the interim (if any) and final fee applications to be filed by Akin Gump in these chapter 11 cases. 7. Akin Gump shall provide ten (10) business days’ notice to the Debtors and the Office of the United States Trustee for the Northern District of Ohio (the “U.S. Trustee”) before any increases in the rates set forth in the Application are implemented and shall file such notice with the Court. The U.S. Trustee retains all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in Bankruptcy Code section 330, and the Court retains the right to review any rate increase pursuant to Bankruptcy Code section 330. 8. The Debtors and Akin Gump are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 9. Notice of the Application is deemed to be good and sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the contents of the Application. 10. To the extent that the Application, the Engagement Letters, the Giannantonio Declaration, or the Alberino Declaration is inconsistent with this Order, the terms of this Order shall govern. 11. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 12. The Court retains jurisdiction with respect to all matters arising from or related to interpretation, implementation or enforcement of this Order. ### 4 18-50757-amk Doc 234-1 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 5 of 6 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 mmerklin@brouse.com kbradley@brouse.com bfranklin@brouse.com - 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 idizengoff@akingump.com lbeckerman@akingump.com bkahn@akingump.com - 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 salberino@akingump.com kdoorley@akingump.com Proposed Counsel for Debtors and Debtors in Possession 18-50757-amk Doc 234-1 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 6 of 6 Exhibit B Alberino Declaration 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 1 of 124 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION In re: FIRSTENERGY SOLUTIONS CORP., et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 18-50757 (Jointly Administered) Hon. Judge Alan M. Koschik DECLARATION OF SCOTT L. ALBERINO IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF AKIN GUMP STRAUSS HAUER & FELD LLP AS CO-COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE I, SCOTT L. ALBERINO, being duly sworn, state the following under penalty of perjury: 1. I am an attorney admitted to practice in the District of Columbia and the State of Georgia, and I am a partner of the firm of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”). Akin Gump maintains an office at, among other places, 1333 New Hampshire Avenue NW, Washington DC, 20036 and One Bryant Park, New York, New York, 10036. There are no disciplinary proceedings pending against me. 2. I am duly authorized to make this declaration (the “Declaration”) on behalf of Akin Gump in support of the application (the “Application”) of the Debtors2 for authority to employ and retain Akin Gump as co-counsel to the Debtors, effective nunc pro tunc to 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. 18-50763. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320. 2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Application. 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 2 of 124 Petition Date, under the terms and conditions set forth in the Application. I submit this Declaration in accordance with Bankruptcy Code sections 327(a), 328(a) and 330, Bankruptcy Rules 2014(a) and 2016(b), and Local Rule 2016-1. Except as otherwise noted, I have personal knowledge of the matters set forth herein. AKIN GUMP’S QUALIFICATIONS 3. The Debtors seek to retain Akin Gump because of its recognized expertise with business reorganizations under chapter 11 of the Bankruptcy Code and its knowledge of the Debtors’ business and financial affairs. 4. Akin Gump has recognized expertise with business reorganizations under chapter 11 of the Bankruptcy Code and has been actively involved in many of the largest chapter 11 cases filed in the last 10 years. Akin Gump represents or has represented debtors and debtors in possession and other parties in interest in recent cases, including debtors in the following cases: In re Rand Logistics, Inc., No. 18-10175 (BLS) (Bankr. D. Del. Feb. 21, 2018) [Docket No. 103]; In re Hercules OffShore, Inc., No. 16-11385 (KJC) (Bankr. D. Del. July 12, 2016) [Docket No. 117]; In re Allied Nevada Gold Corp., No. 15-10503 (MFW) (Bankr. D. Del. Apr. 15, 2015) [Docket No. 195]; In re Quicksilver Resources Inc., No. 15-10585 (LSS) (Bankr. D. Del. Apr. 14, 2015) [Docket No. 196]; In re QCE Finance LLC, No. 14-10543 (PJW) (Bankr. D. Del. Apr. 9, 2014) [Docket No. 186]; In re Metro Affiliates, Inc., No. 13-13591 (SHL) (Bankr. S.D.N.Y. Dec. 3, 2013) [Docket No. 181]; In re Atari, Inc., No. 13-10176 (REG) (Bankr. S.D.N.Y. Mar. 6, 2013) [Docket No. 115]; In re Inner City Media Corp., No. 11-13967 (SCC) (Bankr. S.D.N.Y. Oct. 5, 2011) [Docket No. 105]; In re Archbrook Laguna Holdings LLC, No. 11-13292 (SCC) (Bankr. S.D.N.Y. Aug. 3, 2011) [Docket No. 144]; In re TerreStar Corp., No. 11-10612 (SHL) (Bankr. S.D.N.Y. Feb. 23, 2011) [Docket No. 13]; In re TerreStar Networks Inc., No. 10-15446 (SHL) (Bankr. S.D.N.Y. Nov. 17, 2010) [Docket No. 179]; In re Trident Res. 2 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 3 of 124 Corp., No. 09-13150 (MFW) (Bankr. D. Del. Oct. 5, 2009) [Docket No. 73]; and In re Granite Broad. Corp., No. 06-12984 (ALG) (Bankr. S.D.N.Y. Dec. 14, 2006) [Docket No. 37]. 13. Additionally, Akin Gump represents or has represented various parties in interest in recent cases involving energy generation companies, including in the following cases: In re SunEdison, Inc., No. 16-10992 (SMB) (Bankr. S.D.N.Y.), counsel to the Tranche B Lenders and Steering Committee; In re Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr. D. Del.), counsel to UMB Bank,N.A. as indenture trustee and former counsel to the Ad Hoc Committee of EFIH Unsecured Noteholders and EFIH Second Lien DIP Commitment Parties; In re Dynegy Holdings, LLC, No. 11-38111 (CGM) (Bankr. S.D.N.Y. Dec. 27, 2011) [Docket No. 265], counsel to the Official Committee of Unsecured Creditors; and In re Calpine Corp, No. 0560200 (CGM) (Bankr. S.D.N.Y. Feb. 15, 2006) [Docket No. 810], counsel to the Official Committee of Unsecured Creditors. 14. In addition to its recognized expertise in complex chapter 11 cases, Akin Gump is familiar with the Debtors’ business and financial affairs due to its having worked closely with the Debtors, FE Corp. and certain of FE Corp.’s direct and indirect non-Debtor subsidiaries for more than a decade prior to the commencement of the chapter 11 cases. Between 1990 and July 2004, Akin Gump represented FE Corp. and certain of its direct or indirect subsidiaries on certain discrete matters, including labor, litigation, and federal regulatory matters. In July 2004, Akin Gump’s representation of FE Corp. and its direct and indirect subsidiaries, including FES, FG, and NG, expanded with Akin Gump taking on additional corporate, finance, and securities work, while still continuing to handle discrete labor, litigation and federal regulatory matters. 15. Prior to the Petition Date, Akin Gump was retained by FES in April 2016 and by FENOC in February 2017 to assist with certain scenario planning, including a potential 3 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 4 of 124 restructuring. During this 24-month period (as it relates to FES) and 14-month period (as it relates to FENOC) before the Petition Date (the “Pre-Petition Period”), Akin Gump billed FES and FENOC using its hourly rates in effect at that time. 16. On November 29, 2016, in light of the potential restructuring of FES and its subsidiaries and FENOC, FE Corp. retained Jones Day to represent it and its non-Debtor subsidiaries and affiliates (including FESC), in connection with the potential restructuring of FES and its subsidiaries and FENOC. In addition, on February 28, 2017, the independent directors of FES and FENOC retained Willkie Farr & Gallagher LLP to act as their counsel in connection with an evaluation and investigation of certain intercompany transactions and to serve as conflicts counsel for FES and FENOC, including, if necessary, to prosecute litigation against FE Corp. and any of its non-Debtor subsidiaries and affiliates. Akin Gump established an ethical wall whereby those attorneys and other Akin Gump personnel who were representing FE Corp. and its affiliates and subsidiaries excluding the Debtors in connection with various transactional, regulatory, financing and securities work and corporate matters, including but not limited to regulatory filings with the Securities and Exchange Commission (“SEC”), were walled off from those attorneys and other Akin Gump personnel representing the Debtors in connection with the potential restructuring.3 In addition, FESC on behalf of FE Corp. and its non-Debtor subsidiaries and affiliates and FES on behalf of itself and the other Debtors signed a letter waiving any actual or potential conflicts arising from Akin Gump’s representation of the Debtors in connection with the possible restructuring and Akin Gump’s continuing representation, subject to the ethical wall, of FE Corp. and its non-Debtor subsidiaries and affiliates on the matters described herein, provided, however, that Akin Gump will not represent the Debtors in any 3 There are two limited exceptions, those attorneys working on regulatory compliance and filing issues and those attorneys working on Allegheny Energy Supply Company, LLC’s transfer of certain assets or equity interests to a third party purchaser (excluding FES restructuring matters in connection with such transfer). 4 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 5 of 124 litigation under Federal Rule of Bankruptcy Procedure 7001 between the Debtors and FE Corp. and/or its non-Debtor subsidiaries or affiliates. As of March 15, 2018, Akin Gump ceased performing all legal services for FE Corp. and its affiliates and subsidiaries other than the Debtors. 17. As a result of its past and current representations described herein, Akin Gump is intimately familiar with the Debtors’ business, financial affairs, indebtedness, third party obligations, regulatory status, and capital structure and has the necessary background to address effectively and efficiently the various legal issues that may arise in the context of the chapter 11 cases. For these reasons, I believe that Akin Gump is both well qualified and uniquely situated to represent the Debtors in the chapter 11 cases. SERVICES TO BE PROVIDED 18. Subject to further order of the Court, the Debtors request the retention and employment of Akin Gump to render the following legal services: (a) advise the Debtors with respect to their rights, powers and duties as debtors in possession; (b) advise the Debtors with respect to the conduct of the chapter 11 cases, including all of the legal and administrative requirements in chapter 11; (c) advise the Debtors and take all necessary or appropriate actions at the Debtors’ direction with respect to protecting and preserving the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates; (d) prepare pleadings in connection with the chapter 11 cases, including motions, applications, answers, orders, reports and other papers necessary or otherwise beneficial to the administration of the Debtors’ estates; (e) advise the Debtors in connection with any potential sale of assets; (f) appear before the Court and any other courts to represent the interests of the Debtors’ estates before such courts; 5 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 6 of 124 19. (g) advise the Debtors regarding tax matters; (h) attend meetings and represent the Debtors in negotiations with representatives of creditors and other parties in interest; (i) advise on issues including (i) analyzing the Debtors’ leases and contracts and assumptions and assignments or rejections thereof, (ii) analyzing the validity of liens against the Debtors and (iii) advising the Debtors on corporate and litigation matters. In addition, by separate applications filed contemporaneously herewith or expected to be filed shortly hereafter, the Debtors are also seeking to employ: (a) Brouse McDowell, LPA, as local counsel; (b) Willkie Farr & Gallagher LLP, as conflicts counsel and counsel to independent directors; (c) Stark & Knoll Co., L.P.A., as local counsel to Willkie Farr & Gallagher LLP; (d) Hogan Lovells US LLP, as nuclear regulatory conflicts counsel; (e) Quinn Emanuel Urquhart & Sullivan, LLP, as special litigation counsel; (f) Alvarez & Marsal North America LLC, as financial advisor and Charles Moore, of Alvarez & Marsal North America LLC, as Chief Restructuring Officer; (g) Lazard Frères & Co. LLC, as investment banker; (h) KPMG LLP, as tax consultant; (i) ICF Resources, LLC, as energy markets advisor; (j) Sitrick and Company, as corporate communications consultant; and (k) Prime Clerk LLC, as claims and noticing agent. professionals. The Debtors may also file motions or applications to employ additional Akin Gump will work closely with each of these professionals to prevent unnecessary or inefficient duplication of services, and will take whatever steps are necessary and appropriate to avoid any such duplication. PROFESSIONAL COMPENSATION 20. Akin Gump intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases, subject to the Court’s approval and in compliance with the applicable 6 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 7 of 124 provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable procedures and orders of this Court. 21. Subject to the approval of this Court, Akin Gump will bill at its standard hourly rates in effect when services are rendered. Akin Gump’s current hourly rates for matters related to the chapter 11 cases range as follows: 22. (f) Partners: $840—$1,695 (g) Senior Counsel: $665—$1,100 (h) Counsel: $700—$990 (i) Associates: $495—$915 (j) Paraprofessionals: $160—$430 Akin Gump was retained by FES in April 2016 and by FENOC in February 2017 to assist with certain scenario planning, including a potential restructuring. During the PrePetition Period, Akin Gump billed FES and FENOC using its hourly rates in effect at that time. Except for the annual adjustment to Akin Gump’s billing rates on January 1, 2017 and January 1, 2018, Akin Gump’s billing rates did not otherwise change or increase between Akin Gump’s April 7, 2016 engagement by FES and its February 21, 2017 engagement by FENOC; this annual increase is in accordance with its ordinary practice. 23. Additionally, the hourly rates set forth above are Akin Gump’s standard hourly rates for work of this nature. These rates are set at a level designed to compensate Akin Gump fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Akin Gump operates in a complicated, national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s expertise, performance and reputation, the nature of the work involved, and other factors. Akin Gump’s hourly rates vary with the experience and seniority of the individuals 7 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 8 of 124 assigned. However, Akin Gump’s hourly rates are consistent with the rates that Akin Gump charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. Akin Gump did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. 24. Subject to this Court’s approval, Akin Gump will also bill for, and maintain detailed records of, actual and necessary costs and expenses incurred in connection with the legal services described above. The Debtors have been advised that Akin Gump is customarily reimbursed for all expenses incurred in connection with the representation of a client in a given matter, including, but not limited to, photocopying services, printing, delivery charges, filing fees, postage and computer research time. COMPENSATION RECEIVED BY AKIN GUMP FROM THE DEBTORS 25. Akin Gump has represented FES since April 7, 2016 and FENOC since February 24, 2017 in connection with certain scenario planning, including a potential restructuring. A copy of the FES engagement letter and the FENOC engagement letter (collectively, the “Engagement Letters”) are attached hereto as Exhibit D. As part of Akin Gump’s prepetition engagement by the Debtors, Akin Gump generally was compensated in accordance with Akin Gump’s standard practices, which is to bill on a monthly basis with payment due within 30 days of receipt of such statement.4 26. During the ninety-day period prior to the Petition Date, Akin received the following amounts from the Debtors: 4 A detailed discussion of how payments that are owed by the Debtors to third parties, including Akin Gump, are funded and paid is provided in the Motion of the Debtors for Entry of Interim and Final Orders (A) Authorizing Debtors to (I) Continue Using Their Existing Cash Management System and (II) Maintain Existing Business Accounts and Business Forms, (B) Authorizing Continued Intercompany Transactions; (C) Granting Postpetition Intercompany Claims Administrative Expense Priority, and (D) Related Relief [D.I. 10]. 8 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 9 of 124 Type of Transaction Date Advance Payment Balance Prior to 90-day period before the Petition Date Invoice of Fees and Expenses 1/31/18 Receipt of Additional Advance Payment 2/9/18 Application of Advance Payment to 1/31/18 Invoice5 2/9/18 Receipt of Additional Advance Payment 2/16/18 Invoice of Fees and Expenses 2/28/18 Receipt of Additional Advance Payment 3/9/18 Application of Advance Payment to 2/28/18 Invoice 3/9/18 Invoice of Fees and Expenses 3/9/18 Receipt of Additional Advance Payment 3/16/18 Application of Advance Payment to 3/9/18 Invoice 3/16/18 Current Known Unpaid Fees and Expenses Owed as of Petition Date6 As of 3/31/18 Application of Advance Payment to Current Known Unpaid Fees and Expenses Owed as of Petition Date As of 3/31/18 27. Amount of Fees and Expenses Invoiced Amount of Additional Payment Received Balance of Advance Payment $2,000,000.00 $455,490.96 $483,334.39 $2,483,334.39 $2,000,000.00 $1,000,000.00 $3,000,000.00 $1,372,605.71 $4,372,605.71 $1,372,605.71 $3,000,000.00 $1,912,666.67 $4,912,666.67 $7, 912,666.67 $6,000,000.00 $3,783,182.51 $2,216,817.49 As of the Petition Date, the Debtors did not owe Akin Gump any amounts for legal services rendered before the Petition Date. Although certain prepetition fees and expenses 5 In addition to applying this payment to the January 31, 2018 invoice, an invoice that was submitted prior to the 90day period was also paid. 6 To the extent Akin Gump identifies any additional prepetition fees and expenses not provided for herein, Akin Gump shall apply the remaining advance payment retainer to such amounts owed. 9 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 10 of 124 may have been incurred, but not yet applied to Akin Gump’s advance payments, Akin Gump’s total advance payments always exceeded any amounts listed or to be listed on invoices describing services rendered and expenses incurred prior to the Petition Date. If any advance amounts remain after application of the advance amount against additional accrued and unpaid prepetition fees and expenses, such amount (if any) will be applied to Akin Gump’s approved fees and expenses in the chapter 11 cases in connection with its final fee application. 28. Pursuant to Bankruptcy Code section 504 and Bankruptcy Rule 2016(b), Akin Gump has not shared or agreed to share (a) any of its compensation from the Debtors with any other persons, other than employees and partners of Akin Gump, or (b) any compensation any other persons have received or may receive from the Debtors. STATEMENT REGARDING U.S. TRUSTEE GUIDELINES 29. The following information is provided in response to the request for additional information set forth in section D(1) of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. The hourly rates set forth in the Application are consistent with the rates that Akin Gump charges other comparable chapter 11 clients, and the rate structure provided by Akin Gump is appropriate and is not significantly different from (a) the rates that Akin Gump charges in other non-bankruptcy representations or (b) the rates of other comparably skilled professionals for similar engagements. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and reasons for the difference. 10 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 11 of 124 Response: As disclosed above, pursuant to the terms of the Engagement Letters, Akin Gump represented the FES during the 24-month period and FENOC during the 14-month period prior to the Petition Date to assist with certain scenario planning, including a potential restructuring. During that period, Akin Gump charged the Debtors its standard rates in effect at that time. Except for the annual adjustment to Akin Gump’s billing rates on January 1, 2017 and January 1, 2018, Akin Gump’s billing rates did not otherwise change or increase between Akin Gump’s April 7, 2016 engagement by FES or its February 24, 2017 engagement by FENOC; these annual increases are in accordance with its ordinary practice.7 Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Akin Gump has developed a budget and staffing plan for the first four months of the chapter 11 cases, as to which Akin Gump reserves all rights. The Debtors have approved Akin Gump’s proposed hourly billing rates and its budget and staffing plan. AKIN GUMP’S DISINTERESTEDNESS 30. In connection with its proposed retention by the Debtors in the chapter 11 cases, Akin Gump undertook a thorough review of its computerized database (the “Conflicts Database”) to determine whether it had any conflicts or other relationships that might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors. The Conflicts Database is designed to include every matter on which Akin Gump is now and has been engaged, by which entity Akin Gump is now or has been engaged, and, in each instance, the identity of related parties and adverse parties and certain of the attorneys in the firm that are knowledgeable about the matter. It is the policy of Akin Gump that no new matter may be accepted or opened within the firm without completing and submitting to those charged with maintaining the Conflicts Database the information necessary to check each such matter for conflicts, including 7 Prior to entry into the Engagement Letters, Akin Gump performed work on behalf of FE Corp. and/or its affiliates and subsidiaries pursuant to a certain work agreement by and between FE Corp. and Akin Gump, pursuant to which FE Corp. paid Akin Gump for such work. Certain rate agreement and discounts were part of this agreement, including an annual fixed fee for the legal services performed with respect to periodic reporting required under the Securities Exchange Act of 1934 and related earnings releases and, for certain other legal services, the use of 2015 rates with additional discounts, depending on the type of legal services. The Debtor entities are subject to the terms of the Engagement Letters, in which Akin Gump charges its standard rates. 11 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 12 of 124 the identity of the prospective client, the matter and the related and adverse parties. Accordingly, Akin Gump maintains and systematically updates this system in the regular course of business of the firm, and it is the regular practice of the firm to make and maintain these records. 31. In connection with the preparation of this Declaration, through my colleagues, I submitted to the Conflicts Database the names of the individuals and entities that may be parties in interest in the chapter 11 cases, including, without limitation: In connection with the preparation of this Declaration, through my colleagues, I submitted to the Conflicts Database the names of the individuals and entities that may be parties in interest in the chapter 11 cases, including, without limitation: (i) the Debtors and their affiliates; (ii) the Debtors’ (a) current officers and directors, (b) current directors and officers of affiliates, (c) non-affiliate Energy Distribution Companies, (d) lenders, banking institutions, lien parties and administrative agents, (e) bondholders and indenture trustees, (f) surety bond providers, (g) unions, (h) governmental authorities, (i) regulatory authorities, (j) potential and active litigation counterparties, (k) known 5% or more equity interest holders of the Debtors, (l) known 5% or more equity interest holders, as of December 2017, of First Energy Corp. and certain other known equity holders of First Energy Corp., (m) insurance carriers, (n) landlords, (o) bankruptcy professionals, including those professionals proposed to be retained in the chapter 11 cases, (p) certain other professionals, (q) accounts payable, (r) taxing authorities; (s) utility providers, (t) contract counterparties, (u) customers,8 (v) sale leaseback parties, (w) third party sales agents, (x) top 50 unsecured creditors, and (y) the United States Trustee for the Northern District of Ohio, the U.S. Attorney, and judges for the District of Ohio. A complete list of all searched parties is annexed hereto as Schedule 1 (collectively, the “Searched Parties”). Where an entity has a name similar to a party on Schedule 8 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 the Statutory Creditors’ Committee, once appointed. 12 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 13 of 124 1 or is possibly related to such party in matters wholly unrelated to the Debtors’ chapter 11 cases, those parties have also been searched in the Conflicts Database. The information listed on Schedule 1 may have changed without Akin Gump’s knowledge and may change during the pendency of the chapter 11 cases. Akin Gump will update this Declaration as necessary and when Akin Gump becomes aware of additional material information. 32. Set forth on Schedule 2, annexed hereto, is a list of those Searched Parties that Akin Gump either (a) currently represents (or represents a related party thereto) (the “Current Clients”) in matters wholly unrelated to the chapter 11 cases, and/or (b) has in the past represented (or represented a related party thereto) in matters wholly unrelated to the chapter 11 cases. In connection with the services to be rendered to the Debtors, Akin Gump will not commence a cause of action in the chapter 11 cases against the parties listed on Schedule 2 that are current or ongoing clients of Akin Gump (including parties listed below under the “Specific Disclosures” section of this Declaration) unless Akin Gump has an applicable waiver or first receives a waiver from such party allowing Akin Gump to commence such an action. To the extent that a waiver does not exist or is not obtained from such client and it is necessary for the Debtors to commence an action against that client, the Debtors will be represented in such particular matter by conflicts counsel or their other bankruptcy co-counsel. 33. Set forth on Schedule 3, annexed hereto, is a listing of those Searched Parties that are currently, or may have in the past been, adverse to clients (or represents a related party thereto) of Akin Gump in matters wholly unrelated to the chapter 11 cases. 34. Set forth on Schedule 4, annexed hereto, is a listing of those Searched Parties that currently serve or have served on informal and/or official creditors’ committees (or represents a related party thereto) represented by Akin Gump. 13 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 14 of 124 35. As part of its diverse practice, Akin Gump appears in cases, proceedings and transactions involving many different professionals, including attorneys, accountants, financial consultants and investment bankers, some of which may represent claimants and parties in interest in the Debtors’ chapter 11 cases. In addition, Akin Gump may have in the past or may currently be representing other professionals involved in the chapter 11 cases in matters unrelated to the chapter 11 cases. Based on our current knowledge of the professionals involved, Akin Gump does not represent or have a relationship with any attorneys, accountants, financial consultants or investment bankers that would be materially adverse to the Debtors or their estates on matters upon which Akin Gump is to be employed and none are in connection with the chapter 11 cases. 36. Akin Gump and certain of its partners, counsel and associates also may have in the past represented, may currently represent, and likely in the future will represent creditors, equity security holders or other parties in interest in the chapter 11 cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and the chapter 11 cases. Akin Gump believes that its representation of such creditors, equity security holders or other parties in interest in such unrelated matters will not affect its representation of the Debtors in these proceedings. 37. Neither I nor Akin Gump has represented or will represent any entity in connection with the chapter 11 cases, and neither I nor Akin Gump will accept any fee from any other party or parties in the chapter 11 cases, except as otherwise described herein. 38. Based on the conflicts search conducted to date and described herein, to the best of my knowledge, neither I, Akin Gump, nor any partner or associate thereof, insofar as I have been able to ascertain, have any connection with the Debtors, their creditors, or any other parties 14 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 15 of 124 in interest, their respective attorneys and accountants, the Office of the U.S. Trustee, any person employed in the Office of the U.S. Trustee, or any bankruptcy judge currently serving on the United States Bankruptcy Court for the Northern District of Ohio, except as disclosed or otherwise described herein. 39. Additionally, to the best of my knowledge and information based on the responses received, no partner or employee of Akin Gump holds any of the Debtors’ debt or equity securities nor is any partner or employee of Akin Gump an insider of the Debtors. 40. Akin Gump will periodically review its files during the pendency of the chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Akin Gump will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a). SPECIFIC DISCLOSURES 41. As specifically set forth herein and in the attached schedules, Akin Gump represents certain of the Debtors’ creditors, equity security holders or other parties in interest in ongoing matters unrelated to the Debtors and the chapter 11 cases. None of the representations described herein are materially adverse to the interests of the Debtors or the Debtors’ estates. Moreover, pursuant to Bankruptcy Code section 327(c), Akin Gump is not disqualified from acting as the Debtors’ counsel as a result of its representation of certain of the Debtors’ creditors, equity security holders, or other parties in interest in matters unrelated to the chapter 11 cases. (i) 42. Connections with Parties Representing 1% or More of Akin Gump’s Revenues for 2015, 2016 and 2017 At the inception of each engagement for which a declaration is required pursuant to Bankruptcy Rule 2014, Akin Gump reviews the information relating to the parties involved in 15 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 16 of 124 a bankruptcy case to determine whether any such party, together with its known related entities, were clients of Akin Gump and as a result made payments to Akin Gump for services rendered in the calendar year prior to the date of review that in the aggregate for each such party equals or exceeds 1% of Akin Gump’s total revenue for such calendar year. In connection with this Declaration, Akin Gump has reviewed similar information for the years 2015, 2016 and 2017. 43. With the exception of the parties described below, Akin Gump’s revenues for services rendered on behalf of each of the parties in interest identified on Schedule 1 aggregate, with respect to each such party in interest, less than 1% of Akin Gump’s annual revenue in each of calendar year 2015, 2016 and 2017. 44. Akin Gump currently represents FES and the other Debtors. Akin Gump’s revenues for services rendered on behalf of FES and the other Debtors represented approximately 1.7% of Akin Gump’s annual revenue for the calendar year 2017. 45. Akin Gump currently represents and has formerly represented AT&T Corp. and/or certain of its affiliates (collectively, “AT&T”) in numerous matters unrelated to the chapter 11 cases, including litigation, intellectual property, corporate, employment, and telecommunication services. Akin Gump’s revenues for services rendered on behalf of AT&T Corp. and/or affiliates or related parties thereof representing approximately 2.8% of Akin Gump’s annual revenue for the calendar year 2015 and approximately 2.1% of Akin Gump’s annual revenue for the calendar year 2017. 46. Akin Gump currently represents and has formerly represented Elliott Management Corporation and/or affiliates thereof (“Elliot”) in matters unrelated to the chapter 11 cases. Upon information and belief, Elliott is a current holder of preferred stock in FE Corp. Akin Gump’s revenues for services rendered on behalf of Elliott Management and/or affiliates 16 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 17 of 124 thereof represented approximately 1.3% of Akin Gump’s annual revenue for the calendar year 2015, approximately 2.1% of Akin Gump’s annual revenue for the calendar year 2016, and approximately 2.6% of Akin Gump’s annual revenue for the calendar year 2017. 47. Akin Gump represented a group of certain creditors (the “EFIH Creditor Group”) of Energy Future Holdings Corporation in connection with its chapter 11 cases.9 Certain members of the EFIH Creditor Group or their affiliates are parties in interest in the Debtors’ chapter 11 cases.10 Akin Gump represented the EFIH Creditor Group in matters unrelated to the Debtors’ chapter 11 cases. Akin Gump’s revenues for services rendered on behalf of the EFIH Creditor Group represented approximately 2.3% of Akin Gump’s 2015 revenue. 48. Akin Gump represented ad hoc bondholder groups (the “Iceland Creditor Group”) for each of Glitner, Kaupthing and Landsbanki, three Icelandic banks in matters unrelated to these chapter 11 cases. Certain members of the Iceland Creditor Group or their affiliates are parties in interest in the Debtors’ chapter 11 cases. Akin Gump represented the Iceland Creditor Group in matters unrelated to the Debtors’ chapter 11 cases. Akin Gump’s revenues for services rendered on behalf of the Iceland Creditor Group represented approximately 1.4% of Akin Gump’s 2015 revenue. 49. Akin Gump currently represents an ad hoc group (the “SunEd Group”) of certain creditors of SunEdison, Inc. and certain of its subsidiaries and affiliates in matters unrelated to these chapter 11 cases. Certain members of the SunEd Group or their affiliates are parties in interest in the Debtors’ chapter 11 cases.11 Akin Gump’s revenues for services rendered on 9 Subsequently, Akin Gump represented UMB Bank, National Association, as indenture trustee for certain unsecured noteholders in the Energy Future Holdings Corporation cases. 10 These parties in interest or affiliates thereof are listed on Schedule 1 and include, without limitation, the following entities: Elliot Management Corp.; Avenue Capital Group; P. Schoenfeld Asset Management LP; and Third Avenue Management LLC. 11 These parties in interest or affiliates thereof are listed on Schedule 1 and include, without limitation, the following entities: BlackRock Alternative Advisors; Elliot; and P. Schoenfeld Asset Management LP. Akin Gump may 17 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 18 of 124 behalf of the SunEd Group represented approximately 1.2% of Akin Gump’s revenue for the calendar year 2016 and 1.3% of Akin Gump’s revenue for the calendar year 2017. 50. Akin Gump currently represents an ad hoc committee (the “Avaya Group”) of creditors of Avaya Inc. and certain of its subsidiaries and affiliates in matters unrelated to these Chapter 11 Cases. Certain members of the Avaya Group or their affiliates are parties in interest in the Debtors’ chapter 11 cases.12 Akin Gump’s revenues for services rendered on behalf of the Avaya Group represented approximately 1.4% for the calendar year 2017. (ii) 51. Relationships with Current Directors and Officers As disclosed on Schedule 2, Akin Gump formerly has represented certain of the Debtors’ current directors and officers. All such representations have been in matters unrelated to the Debtors and the chapter 11 cases. Akin Gump has not represented and will not represent any such directors and officers in connection with the chapter 11 cases. (iii) 52. Relationships with the Debtors and Debtors’ Affiliates Akin Gump has in the past represented and currently represents the Debtors and/or certain related parties. Additionally, certain interrelationships exist among the Debtors. Nevertheless, the Debtors have advised Akin Gump that the Debtors’ relationships to each other do not pose any conflict of interest because of the general unity of interest among the Debtors. 53. As further detailed above, Akin Gump has in the past provided FE Corp. and certain of its non-Debtor direct and indirect subsidiaries (the “Related Non-Debtor Parties”) with legal services on matters unrelated to the Debtors and their chapter 11 cases. Specifically, Akin Gump has previously provided legal services to Related Non-Debtor Parties with respect to represent , or have at one point in time represented, additional parties in interest in these cases as part of the SunEd Group that are not disclosed herein. 12 These parties in interest or affiliates thereof are listed on Schedule 1 and include, without limitation, the following entities: Bank of America NA; Barclays Capital Inc.; BlackRock Institutional Trust Company; JPMorgan Chase Bank, N.A.; Wells Fargo Bank N.A.; Lord, Abbett & Co. LLC; Merrill Lynch; Pierce, Fenner & Smith Incorporated; Goldman Sachs & Co. LLC; and P. Schoenfeld Asset Management. 18 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 19 of 124 various matters, including, (a) periodic reporting required under the Securities Exchange Act of 1934 and related earnings releases, (b) bond offerings for FE Corp.’s regulated utility and transmission company subsidiaries including American Transmission Services, Incorporated, FirstEnergy Transmission, LLC and The Cleveland Electric Illuminating Company, (c) existing bond financings where Akin Gump was the issuer’s counsel, (d) the sale of Federal Energy Regulatory Commission (“FERC”) jurisdictional assets, including Allegheny Energy Supply Company, LLC’s transfer of certain assets in its generation portfolio to LS Power, (e) authorization from FERC for debt issuances by regulated subsidiaries, (f) FERC compliance issues and (g) miscellaneous required filings with FERC. Over the past 10 years, Akin Gump’s revenues for services rendered on behalf of FE Corp. and/or affiliates thereof exceeded 1.0% of Akin Gump’s annual revenue twice – approximately 1.58% of Akin Gump’s revenue for the calendar year 2010 and 1.01% of Akin Gump’s revenue for the calendar year 2009. As of March 15, 2018, Akin Gump ceased performing all legal services for the Related Non-Debtor Parties. 54. Certain of the Debtors or their affiliates may now, or in the future, be creditors in other bankruptcy cases where Akin Gump represents the debtor(s) or other parties in interest. Insofar as I have been able to ascertain, at this time, no active objections to claims of any of the Debtors or their affiliates or any contested matters against any of the Debtors are pending in such cases. In the event that a claims objection or any other proceeding adverse to the Debtors or their affiliates arises in a bankruptcy case where Akin Gump represents the debtor(s) or other parties in interest that would give rise to a conflict, Akin Gump will have conflicts counsel or its co-counsel in the applicable bankruptcy case handle such objection or proceeding. 19 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 20 of 124 (iv) 55. Relationships with Other Professionals As disclosed on Schedule 2, Akin Gump currently represents and/or formerly has represented certain professionals that the Debtors seek to retain in connection with the chapter 11 cases and/or affiliates, subsidiaries and/or entities associated with such professionals. All such representations have been in matters unrelated to the Debtors and the chapter 11 cases. Akin Gump has not represented and will not represent any such professionals in connection with the chapter 11 cases. (v) 56. Relationships with Certain Holders of Equity Interests of First Energy Corp. Akin Gump currently represents and/or has formerly represented certain entities or affiliates thereof that, upon information and belief, are or were equity interest holders of FE Corp. These entities, which are listed on Schedule 1 under “Known 5% Equity Holders and Certain Other Equity Holders of First Energy Corp.” include, without limitation, BlackRock; Inc.; Cove Key Management, LP; Elliott Management Corp. or certain affiliates thereof; GIC Pte. Ltd; LS Power Equity Partners; State Street Global Advisors; T. Rowe Price Associates; Inc.; The Vanguard Group, Inc.; and Zimmer Partners, LP. All such representations have been in matters unrelated to the Debtors and the chapter 11 cases. Akin Gump has not represented and will not represent these parties in connection with the chapter 11 cases. (vi) 57. Other Disclosures Akin Gump serves as counsel to informal and official committee of creditors in many restructurings and/or chapter 11 cases. Certain members of such committees are also parties in interest in the Debtors’ cases, but all such representations have been in matters unrelated to the Debtors and these chapter 11 cases. In addition, certain indenture trustees, listed on Schedule 1, including UMB Bank, National Association, Bank of New York Mellon Trust 20 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 21 of 124 Company, N.A., Wilmington Savings Fund Society, FSB, and US Bank NA, all frequently serve on official committees and ad hoc committees that Akin Gump represents. Akin Gump will only represent such informal or official committee of creditors in matters wholly unrelated to the Debtors’ chapter 11 cases. 58. Akin Gump regularly represents creditors or informal groups of creditors of companies that are facing financial distress, which financial distress may not have been publicly disclosed. Some of these companies may be or may become vendors or creditors of the Debtors. Akin Gump will only represent such creditors or informal groups of creditors in matters wholly unrelated to the Debtors’ chapter 11 cases. 59. Additionally, Akin Gump may in the future represent entities (other than parties on the attached schedules) not currently known to Akin Gump in matters wholly unrelated to the chapter 11 cases who may be parties in interest in these cases. To the extent that Akin Gump discovers any such information or needs to update the information disclosed herein, Akin Gump will disclose such information by filing a supplemental declaration pursuant to Bankruptcy Rule 2014. AFFIRMATIVE STATEMENT OF DISINTERESTEDNESS 60. Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) Akin Gump is a “disinterested person” within the meaning of Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), as required by Bankruptcy Code section 327(a), and does not hold or represent an interest adverse to the Debtors’ estates and (b) Akin Gump has no connection to the Debtors, their creditors, or other parties in interest, except as disclosed herein. [Remainder of page intentionally left blank.] 21 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 22 of 124 Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Executed on 2018, in Washington DC. Respectfully submitted, Scott L. Alberino A Partner of the Firm 22 18-50757-amk DOC 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 23 Of 124 Schedule 1 Schedule of Searched Parties Debtors FirstEnergy Solutions Corp. FE Aircraft Leasing Corp. FirstEnergy Generation Mansfield Unit 1 Corp. FirstEnergy Generation, LLC FirstEnergy Nuclear Generation, LLC FirstEnergy Nuclear Operating Company Norton Energy Storage L.L.C. Debtors’ Affiliates JCP&L Transition Funding LLC Jersey Central Power & Light Company Met-ED Capital LP Metropolitan Edison Company Mid-Atlantic Interstate Transmission, LLC Monongahela Power Company MP Environmental Funding LLC MP Renaissance Funding, LLC Nautica2 Limited Partnership Norton Energy Storage L.L.C. OE Funding LLC OES Ventures, Incorporated Ohio Edison Company Ohio Edison Financing Trust Ohio Edison Financing Trust II PATH – Allegheny Land Acquisition Company PATH Allegheny Maryland Transmission Company, LLC PATH Allegheny Transmission Company, LLC PATH Allegheny Virginia Transmission Corporation PATH West Virginia Transmission Company, LLC PE Environmental Funding LLC PE Renaissance Funding, LLC Penelec Capital Pennsylvania Electric Company Pennsylvania Power Company PNP II Funding Corp Potomac-Appalachian Transmission Highline, LLC Suvon, LLC AE Supply Renaissance Southwest, LLC AET PATH Company, LLC Allegheny Energy Service Corporation Allegheny Energy Supply Company, LLC Allegheny Energy Supply Renaissance, LLC Allegheny Generating Company Allegheny Pittsburgh Coal Company Allegheny Ventures, Inc. American Transmission Systems, Incorporated APS Constellation, L.L.C. AYE Series Bay Shore Power Company Beaver Valley II Funding Corp Buchanan Energy Company of Virginia, LLC Buchanan Generation, LLC BVPS II Funding Corp CEI Funding LLC CTC Beaver Valley Corp CTC Mansfield Funding Corp FELHC, Inc. FirstEnergy Corp. FirstEnergy Fiber Holdings Corp. FirstEnergy Properties, Inc. FirstEnergy Service FELHC, Inc. Company FirstEnergy Services Corporation FirstEnergy Transmission, LLC FirstEnergy Ventures Corp. GPU Nuclear, Inc. GPU, Inc. Green Valley Hydro, LLC JC PNL Capital LP JCP&L Transition Funding II LLC 1 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 24 of 124 TE Funding LLC The Cleveland Electric Illuminating Company The Potomac Edison Company Potomac Edison Company Allegheny The Toledo Edison Capital Corporation The Toledo Edison Company The Waverly Electric Light and Power Company 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 D&O Debtors Benyak, Darin M. Bezilla, Mark B. Blickle, John Boland, Jim Bologna, Richard D. Brown, Terry J. Gingo, Joseph Hamilton, David B. Harden, Paul A. Kotsenas, Peter J. Lieb, Raymond A. Mellody, James G. Moul, Donald A. Schneider, Donald R. Warvell, Kevin T. D&O Debtors’ Affiliates 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. Nelson, Steven K. O'Loughlin, Patrick W. Pearson, James F. Prezelj, Irene M. 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. 2 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 25 of 124 Reffner, Robert P. Reynolds, Brett W. Rossero, Daniel T. Sears, James A. Sekulich, Gretchan E. Sestak, Kevin A. Shuttlesworth, Edward L. Skory, John E. Smith, Trent A. Smyth, Antonio Stawikey, Mary S. Stephenson, Gary G. Strah, Steven E. Sweeney, Richard S. Taylor, K. John Thompson, Paul W. Vespoli, Leila Voyles, John N. Jr. Whitlock, Charles Wyman, Scott R. Yeboah-Amankwah, Ebony L. 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 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 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 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 3 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 26 of 124 Public Service Electric and Gas Co. Debtor Bankruptcy Professionals Alvarez & Marsal North America, LLC Brouse McDowell LPA Hogan Lovells ICF Resources, LLC KPMG LLP Lazard Frères & Co. LLC Opportune (Dacarba LLC an Opportune Company) Prime Clerk Stark & Knoll Co., L.P.A. Sitrick and Company Quinn Emanuel Urquhart & Sullivan, LLP Willkie Farr & Gallagher LLP Other Bankruptcy Professionals Alix Partners Baker & Hostetler LLP Crestview Capital Advisors Corp. GLC Advisors & Co., LLC Guggenheim Securities, LLC Jones Day LLP Kilpatrick Townsend & Stockton LLP Kramer, Levin, Naftalis & Frankel LLP Latham & Watkins LLP McDonald Hopkins LLP Moelis & Company O'Melveny & Myers LLP Pollock, Ann PriceWaterhouseCoopers LLP Reed Smith LLP Repka, David A. Seward & Kissel, LLP Squire Patton Boggs Bank/Lender/UCC Lien Parties Credit Agricole Credit Agricole Corp. and Investment Bank/NY Credit Suisse De Lage Landen Financial Services, Inc. Deutsche Bank AG, New York Branch Fifth Third Bank First National Bank First National Bank of Pennsylvania FirstMerit GE Capital Commercial Inc. Goldman Sachs Goldman Sachs Bank USA Gorchock, Alisa M. Gorchock, Michael Ham, Alfred Neal Huntington National Bank Industrial & Commercial Bank of China J. Andrew Associates Ameren Services Company Bachner, Kerri Ann Bailes, Anthony Banco Bilbao Vizcaya Argentaria SA/New York Bank of America Bank of New York Mellon Bank of Nova Scotia Barclays Bank Barclays Bank PLC BBVA BNP Paribas BNP Paribas Securities Corp. Cantwell, Thomas CIBC Citibank NA Citicorp Railmark, Inc. Citizens Bank CoBank ACB 4 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 27 of 124 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. JP Morgan Chase JP Morgan Chase Bank NA 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 Bondholders/Indenture Trustees 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 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. 5 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 28 of 124 Scotia Capital Inc. SEI Private Trust Company Serengeti Asset Management SSB - Blackrock Institutional Trust SSB&T Co. State Street Bank and Trust Company Stephens Inc. Stifel, Nicolaus & Company, Incorporated Stockcross Financial Services, Inc. Strategic Value Master Fund Ltd Strategic Value Opportunities Fund LP Strategic Value Special Situations Master Fund III LP TD Ameritrade Clearing, Inc. The Bank of New York Mellon Trust Company, N.A. The Bank of New York Mellon/Mellon Trust of New England, NA The Bank of New York Mellon/WFC Holdings Corporation The Northern Trust Company U.S. Bancorp Investments, Inc. U.S. Bank, N.A. UBS Financial Services Inc. UBS Securities LLC UMB Bank, National Association USAA Asset Management Vanguard Group Inc. Wedbush Securities Inc. Wells Capital Management, Inc. Wells Fargo Bank, National Association Wells Fargo Clearing Services, LLC Wells Fargo Securities LLC Wilmington Savings Fund Society, FSB J.P. Morgan Securities LLC/JPMC Janney Montgomery Scott LLC Jefferies LLC JPMorgan Chase Bank, National Association Keybank, National Association Legal & General Investment Management America Loomis, Sayles & Company, L.P. Lord. Abbett & Co. LLC LPL Financial Corporation Manufacturers and Traders Trust Company Merrill Lynch Merrill Lynch Pierce Fenner & Smith/Fixed Income Merrill Lynch, Pierce, Fenner & Smith Incorporated MFS Investment Management Morgan Stanley & Co. LLC/II Morgan Stanley Smith Barney LLC MUFG Union Bank, N.A. National Bank Financial Inc. National Financial Services LLC Northwestern Mutual Life Insurance Company Nuveen Asset Management Ohio Air Quality Development Authority Ohio Water Development Authority Oppenheimer & Co. Inc. Pennsylvania Economic Development Financing Authority Pershing LLC P. Schoenfeld Asset Management Raymond James & Associates, Inc. RBC Capital Markets, LLC Robert W. Baird & Co. Incorporated Contract Counterparties 1-Way Linestriping Incorporated 2012 Fluke Electronics Corporations 2D Construction LLC 300 Madison Building, LLC 360training.Com Incorporated 3-D Service Ltd 3Division Technologies LLC dba Compu 3E Company Environmental 3E Company Environmental, Ecological 3M Company 4 Star Electronics 4500 Dorr Street Holdings, LLC 4Imprint Incorporated 6670 Beta Drive Limited Partnership 6 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 29 of 124 Actuator and Valves Services Inc. Acuity Brands Lighting Incorporated Acuity Speciality Products Inc. Acuren Inspection Incorporated Acurtech LLC ADA Carbon ADA Carbon Solutions (Red River) LLC ADA-ES Incorporated, BCSI LLC Adalet/Scott Fetzer Company Adams Environmental Systems Inc. Adams, Michael P. Adkins Fence Company Adkins Sanitation Admiral Insurance Company ADT Security Services Advanced Controls & Distribution Advanced FME Products Advanced Power Technologies LLC Advanced Rubber & Plastic Advanced Sealing Technology Inc. Advanced Turbine Support Inc. AEP River Operations LLC Aetna Plastics Corporation AFCO Premium Credit LLC Affiliated Researchers LLC AG Bevec Incorporated Aggreko LLC Agilent Technologies AGT Services Ahlberg Cameras Incorporated AIG Financial Lines Claims AIHA Proficiency Analytical Testing Air & Vacuum Process Incorporated Air and Liquid Systems Incorporated Air Cleaning Technologies Inc. Air Compressor Parts Incorporated Air Dimensions Incorporated Air Technologies Air Technologies Pittsburgh Airbus DS Communications Inc. Airgas Incorporated Airgas-Refrigerants Incorporated Airline Hydraulics Corporation AIRTEK Incorporated Airwaves Mobile Electronics AJG Coal, Inc. 70E Solutions Incorporated 84 Lumber Company 8760 Incorporated A & A Hydraulic Repair Co A & H Equipment Company A B Powell LP A Blair Powell Company Incorporated A C Moore Incorporated A J Goulder Electric Incorporated A K Nahas Shopping Center A K O Incorporated A M Health and Safety Incorporated A O Grumney Company Incorporated A P Buck Incorporated A R Chambers & Son Incorporated A Servedio Electric Motors Inc. A V Lauttamus Communications Inc. A-1 Lock & Key Services A2Z Supply Corporation AA Blueprint Company Incorporated ABB Power ABB Power Distribution Incorporated ABC America ABCO Fire Protection Incorporated Abresist Kalenborn Corporation ABS Building Systems Integrators LI Absolute Process Instruments Inc. ABT Incorporated AC Service & Repair Incorporated ACA Engineering Incorporated Accel Fire Systems Incorporated Accelerant Technologies LLC Access Inc. Acco Brands Corporation Accu-Temp Incorporated ACE Bond Services ACE Group Holdings Inc. Achieva Support ACI Controls Inc. Acopian Technical Company Acoustic Cleaning Systems Inc. ACS Human Resources Solutions Inc. dba Buck Consultants LLC Action Electric Sales Incorporated Action Supply Products Inc. Active Plumbing Supply Company 7 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 30 of 124 Amec Foster Wheeler Enviornment & Infrastructure Incorporated 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. 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 Allegheny Ridge Wind Farm, LLC Alliance Scaffolding Incorporated Allied 100 LLC Allied Electronics Incorporated Allied High Tech Products Inc. Allied Insurance Brokers Incorporated Allied Modular Building Systems Inc. Allied Supply Company Incorporated Allison, Michael G. and Sharon H. Allison, Sharon H. Allison, Sondra L. and Jeffrey Almashy, Adam ALP Industries Incorporated ALPHA Coal Sales Co., LLC Alphasource Incorporated Altec Incorporated Altec Industries Incorporated Altech Environment USA Am Parts Incorporated Amacker Enterprises Incorporated Amacker Enterprises Incorporated dba Turbo Training Ambassador Tent Rental LLC 8 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 31 of 124 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 Andrews Industrial Controls Inc. Andritz Incorporated Andritz Separation Incorporated Angelelli, Roger M. Angelelli, Roger M. Anixter Incorporated Ann Green Communications Inc. Anton Paar USA Aon Finance Services Group Aon Premium Finance, LLC Aon Risk Services, Inc. of Florida Aon UK Limited AP Services LLC Apex Controls Corp Apex Systems LLC API Heat Transfer Incorporated APLPD Holdco Incorporated Appendix R. Solutions Apple Mobile Leasing Incorporated Apple Occupational Medical Svcs LLC Appliance Center Applied Health Physics Incorporated Applied Industrial Technologies Applied US LP Applus Rtd USA Incorporated Applytech Incorporated Aquaflow Pump and Supply Co. Inc. Aqua-Line Incorporated Aquatech International Corporation Aquilex Hydrochem, Inc. Aquilex LLC Aramark Refreshment Services LLC Aramark Uniform Services Arbor Press LLC Arcadia Controls Incorporated Arcadia Controls Incorporated Arcadis US Inc. Arch Coal Sales Company, Inc. Arch Energy Resources, LLC Arch Reinsurance Ltd. Architectural Panels Corporation Arco Engineering Incorporated Arco Enterprises Incorporated Ardmore Power Logistics LLC Area Wide Protective Ares, Inc. 9 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 32 of 124 Belmont Petroleum Corporation Beneficial Reuse Management LLC Benefit Design Specialists, Inc. 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 Bissnuss Incorporated Black Box Network Services Blackstone Management Partners LLC Bladewerx LLC Blast All LLC Blaylock Robert Van LLC Blue Creek Wind Farm LLC Blue Creek Wind Farm LLC Blue Ridge Energy Services Inc. Bluestone Energy Sales Corporation Bluewater Manufacturing LLC BNB Napoleon Solar, LLC BNSF Railway Company Boardvantage, Inc. Boaters Emergency Service LLC Bohl Crane Incorporated Boll Filter Corporation Bollfilter Protection Systems Bolttech Mannings Incorporated B F Plastics Incorporated B M Kramer & Company Incorporated Babbitt Steam Specialty Company Babcock & Wilcox Babcock & Wilcox Canada Ltd Babcock & Wilcox Company Babcock & Wilcox Power Generation Babcock Power Babcock Services Incorporated Bachmann Industries Incorporated Baden Steelbar & Bolt Corp. Badger Meter Incorporated Bailey Controls Company Bakercorp Baldor Electric Company Baldwin Wallace College Baltimore Aircoil Company Banc of America Leasing & Capital, LLC Banc of America Securities LLC Banctec Incorporated Banner Supply Company Incorporated Bar B Que Traveler Barnes, Sharon Lynn Barnes, Sharon Lynn Baron And Associates Incorporated Barreto Investment Group, Inc., dba: Power Plus Cleaning Systems Barry Sibul Company Barsplice Products Inc.orported Bartko, Blase T. Basf Building Systems LLC Bass Electronics Incorporated Battery Warehouse Plus Bauman Office Equipment BB&T Equipment Finance Corp BCG Resources LLC BCP Technical Services Incorporated Beaver Valley Main Warehouse Beck Suppliers Incorporated Beckman Coulter Incorporated Beckwith Electric Company Inc. Behavioral Safety Services, Inc. Beier, Martin C. Beier, Michelle D. Bell Supply Company LLC Belmont Aggregates, Inc. 10 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 33 of 124 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 Bortek Industries Incorporated Bortnick Tractor Sales Inc. Bosch Security Systems Incorporated Bovard-Anderson Company Bowen ECM Solutions LLC Bowling Green State University BP-Husky Refining LLC Bradley Cleo Gardner Brady Worldwide Incorporated Brake Products Incorporated Brake Technique Incorporated Brammall Incorporated Bray Controls USA Breen Energy Solutions LLC Brennan Industrial Truck Company Bricker's Incorporated Brilliant Electric Sign Company Ltd Brimar Industries Incorporated Brindle Printing Co Brinkmann Instruments Incorporated Brooks Equipment Company Inc. Brooks Incorporated Brooks Utility Products Group Brown & O'Malley Company Browning Ferris of Ohio dba Republic Services Bruce Mansfield Plant Brutcher, Alice BS&B Pressure Safety BS&B Safety Systems Incorporated BSE Welding & Fabricating LLC Buckeye Power Sales Company Buffalo & Pittsburgh Railroad Bunting Bearings LLC Burnham Industrial Contractors Burns & Mcdonnell Engineering 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 11 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 34 of 124 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 Chucks Collision Shop Cid Associates Incorporated CIE Incorporated Cincinnati Bell Technology Solution Cincinnati Valve Company Cinergy Marketing & Trading, LP Cintas Corporation Circle Valve Technologies Inc. Ciresi & Morek LLC Citigroup Energy Inc. Citizens Asset Finance f/k/a RBS Asset Finance, Inc. Citizens Asset Finance Inc. City Glass Company Incorporated City of Lorain, Inc. CJ Betters Enterprise Clark Baffone and Mathews Ins Agency Inc. Clark Laboratories LLC Clarktel Tele-Communications Inc. Classic Ford Incorporated Clean Coal Service Company Clean Coal Solutions, LLC Clean Earth Technology Incorporated Clean Harbors PPM LLC Clear Edge Filtration Clearspan Fabric Structures Clerac LLC dba Enterprise Rent-A-Car Cleveland Gear Co Cleveland Industrial Recycling Inc. Cleveland Plumbing Supply Cleveland Pump Repair & Svcs LLC Cleveland Wire Cloth Clinch River Corporation Clover Lane Farms Clyde Bergemann Bachmann Inc. Cavanaugh Building Corporation CB Mining Incorporated CB&I Environmental & CBP Engineering Corporation CDM Electronics Incorporated CE Power Solutions LLC Ceco Environmental Corporation CED Mentor Electric Supply Co Cede & Co. Ceeco Equipment Incorporated CEIA-USA Ltd Cement Board Fabricators Cemtek Environmental Incorporated Cemtek Systems Incorporated Center for Creative Leadership Center for Resource Solutions Center for Resource Solutions Central Business Equipment Co Central Masterrail, Inc. Central Virginia Electric Cooperative Centrifugal Technologies Inc. Century Instrument Company Ceradyne Incorporated Ceram Environmental Incorporated Cerative Planning Risk Services Cerco LLC Ceresist Incorporated Certified Lift Specialists Inc. Certified Reducer Rebuilders 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 12 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 35 of 124 Conexis Benefit Administrators LP Conkle, Robert L. & Elva Connection Technology Center Inc. Conner & Winters LLP Consol Energy Inc. Consol Pennsylvania Coal Company LLC Consolidated Energy Services Inc. Consolidated Graphics Group Inc. dba Consolidated Solutions Consolidated Metal Services Inc. Consolidated Plastics Co Inc. Consolidated Rail Corporation Construction Equipment & Supply Construction Systems Associates Incorporated Construction Technology Labs Inc. Contemporary Insurance Services Continental Office Furniture Corp Contingency Management Consulting Continuant Incorporated Contract Callers Incorporated Control Analytics Incorporated Control Chief Corporation Control Components Company Control Components Incorporated Control Measurement Incorporated Control Systems Company Controlco Incorporated Controlled Access Incorporated Controlled Demolition Incorporated Controlling Factor Contura Coal Sales, LLC ConverDyn Conveyor & Caster Conveyor Components Company Cook Paving & Construction Cooper Interconnect Incorporated Copltec Industries Inc. Core Defense Solutions Incorporated Core Engineered Solutions Inc. Coretech Industrial Corporation Cornell Supply Cornfed George Enterprises LLC Corporate Screening Services Inc. Corrosion Monitoring Services Inc. Cortape Incorporated Clyde Bergemann Power Group, Americas Inc. 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 Compucharts Computer Products Compu-Fix Incorporated Compunetix Incorporated Comtronics Incorporated Conax Buffalo Technologies Conco Services Corp 13 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 36 of 124 Database License Resellers LLC Datum Filing Systems Incorporated David C. Kissig Enterprises Inc. Davies Ford Incorporated Davis Controls Corporation Davis Printing Company Davis, David Andrew Dayton Associates of W R Hall Inc. DB Energy Trading LLC (Dbet-Macquarie) DC Group Incorporated DCL Incorporated Dear John Trailer Rental Inc. Dearing Compressor & Pump Co. Deckman Company Deep South Industrial Services Defcon Force LLC De-Ko Incorporated Dell Marketing LP Delphi Control Systems Incorporated Delta Dental Plan of Ohio, Inc. Delta Instrumentation Incorporated Delta Pump and Systems Incorporated Delta Railroad Construction Delta Scientific Corporation Deltakon Industrial Sales Inc. Demark Incorporated Denoxdirect, LLC Dering, Thomas W Dering, Thomas W Derkin & Wise Incorporated Derrick Corporation Design Engineering Analysis Corp. Detroit Stoker Company Development Dimensions International Inc. Dezurik Inc. dba Dezurik Apco Hilto DFT Incorporated Diagnostic Instruments Incorporated Diakont Advanced Technologies Inc. Diamond Power a Mcdermott Co. a Division of Diamond Power Intl Diamond Power Specialty Company Diamond Technical Services Inc. Dickman-Hines Lumber Company Differential Pressure Instruments Digilube Systems Incorporated Digital Media Services LLC Cosa Xentaur Corporation Cotton, Sherrie R Cotton, Sherrie R. Counterforce Defense Countryside Truck Service Inc. Coupling Corporation of America Cousin's Video Incorporated Crane 1 Services Inc. Craun Liebing Incorporated Crimson Engineered Solutions LLC Cristal USA Inc. Cristal, Ashtabula Complex Criterion Tactical LLC Cross Match Technologies Inc. Crystal Springs CSA (Construction Systems Associates, Inc.) CSD Engineers LLC dba Carnegie Strategic Design Engineers LLC Csiszar Service Cumberland Electronics Strategic Cummins Engine Co Incorporated Curtis Berresford dba CMA Environmental Lab Curwin Industries Incorporated Custom Materials Incorporated Customer Care Solutions Inc. Cutsforth Incorporated Cutting Technologies Incorporated Cuyahoga Landmark Incorporated Cvent Incorporated D & M Welding Incorporated D & W Diesel Incorporated D and G Machine Company, Inc. D L Peterson Trust D S Nickels Incorporated Dac Group/Cleveland Incorporated Dairyland Power Cooperative Dalmatian Fire Equipment Daltons Service Company LLC Daman Industrial Services Inc. Damman Paint Company Daniel Amansil Dover Land & Daniel E. Popp d/b/a Colors Audio Daniel L Jerman Company Inc. Data Enterprises of Northwest 14 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 37 of 124 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 Ellsworth Adhesives Specialty E-Max Instruments Incorporated EMD Millipore Corporation Direct Energy Marketing Inc. dba Direct Energy Business Direct Metals Company LLC Distillata Company Diversified Air Systems Inc. Divesco Incorporated Dixon Pumps Incorporated DJ Products Incorporated DLL Financial Solutions Partner DME Incorporated Dockside Marine Services Inc. Docufax Solutions Incorporated Document Imaging Specialists LLC Dodd Camera & Video Dollar Energy Fund Incorporated Donald R. Weaver Insurance, Inc. Dover Design & Management Group LLC Dover Hydraulics Incorporated Downing Enterprises Incorporated DPO Acquisition Corp Dragon Valves Incorporated Dravo Lime Company DRC Acquisition Incorporated Drillco National Group Incorporated DSC Services Inc. & Subsidiaries DTE Energy Trading Dublin Commercial Property Serv 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 15 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 38 of 124 Epicor Incorporated EPRI Solutions, Inc. Equilar Equiparts Corporation Erdmann Corporation Eric J Leeds dba Eric J Leeds Consulting LLC Erico International Corporation Ericom Software Incorporated Erie Bearings Company Erie Blacktop Incorporated Erie Mowers Erietec Incorporated Ernst Flow Industries Ervin Industries Incorporated Esmark Steel Mill Services Inc. ESRI Essential Sealing Products Inc. Essex/Brownell Products EST Group Incorporated Estabrook Corporation Ethany Corporation ETS Acquisitions Incorporated dba ETS 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 Emerson Process Management Power & Water Solutions, Inc. Empire Refractory Services Employment Law Training Inc. Endress+Hauser Incorporated Endurance Professional Solutions Enecon Corporation Enecon Ohio LLC Enerfab Process Solutions & Fabricated Products Incorporated Energy America, LLC Energy Piping WV Incorporated Energy Products Company Energy Research Company Energy Steel & Supply Company Energy USA Incorporated Energysolutions LLC Enertech Dresser Inc. c/o Enertech Flow Engineered Controls Incorporated Engineered Equipment Valves Engineered Processes, Ltd. Engineering & Technical Assoc Inc. Engineering Consultants Group Engineering Planning & Engineering Planning and Management Incorporated English, Bruce M. Ennis Incorporated Entergy Nuclear Generation Entergy Nuclear Indian Point 3 LLC Entergy Nuclear Midwest Invest CoL Envantage Incorporated Enviance Incorporated Enviro Pure Incorporated Enviromantal Systems Corporation Environment One Corporation Environmental & Safety Training Environmental Compliance Services I Environmental Management Specialist Environmental Systems Corporation Environmental Technology Corp Environments 4 Business LLC Enviroserve Envirozone LLC Eon Products Incorporated Epic Incorporated 16 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 39 of 124 Flowserve US Raleigh Flowserve/IDP Regional Services Office Flsmidth Incorporated Fluid Components Incorporated Fluid Dynamics Midwest Incorporated Fluid Engineering 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 Gabriel, Edward A. GAI-Tronics Corporation GAL Gage Company Galson Laboratories Falcon Operations Group Inc. 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 17 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 40 of 124 Geo V Hamilton Incorporated George I Reitz & Sons Incorporated George L Wilson & Co Incorporated George, Sean P. George, Sean P. Georgetown Sand And Gravel Inc. Geotech Environmental Equipment Inc. Geotechnics Incorporated GE-Prolec Transformers Incorporated Gerace, Candy GFS Chemicals Incorporated Gibson, David Gilchrist, Ronald V. Gilligan Technology Incorporated Ginger Bonfili Company Giorgio, Michael J. Girard Development Incorporated Glaus Pyle Schomer Burns & Dehave Glavin Specialty Company Glaxosmithkline Consumer Healthcare L.P. Gleason Reel Corporation Global Brass & Copper Inc. Global Fitness Incorporated Global Test Supply LLC GNB Industrial Power Godwin Pumps of America Inc. Goodway Technologies Corporation Gorman Lavelle Governor Control Systems Inc. GP Strategies Corporation GPE Controls Incorporated GPR Mckinley Manager LLC GPU Service, Inc. Gradeway Incorporated Graver Water Systems LLC Graymont Dolime OH Incorporated Great Lakes Architectural Great Lakes Testing LLC Greater Akron Deaf Services Inc. Greater Johnstown Career and Technology Center Green Elevator Inspection Company Greene Township Gregorsok Peerless of Ohio Inc. Greyline Instruments Incorporated Grid Solutions (US) LLC Gamma Irradiator Service Ganju, Deepak Garlock Sealing Technologies LLC Gaskets Packings and Seals Gateway Recycling & Waste Reduction Gattuso, Stephen A. GATX Rail Gaumer Company Incorporated GAW Associates Incorporated GCR Inc. GCR Incorporated GD Supply Incorporated GDF Suez Energy Resources Na, Inc. GE Analytical Instruments Inc. GE Capital Fleet Services GE Energy GE Energy Control Solutions Inc. GE Energy Parts Incorporated GE Grid Solutions LLC GE Industrial Solutions GE Infrastructure Sensing Inc. GE Inspection Technologies LP GE Intelligent Platforms Inc. GE Mobile Water Incorporated GE Packaged Power, Inc. Gelco Corporation Gem Gravure Company Incorporated Gemini Valve Sales & Service Inc. Gems Sensors Incorporated General Atomics General Cable Industries Inc. General Electric Energy Control General Electric Railcar Services Corporation General Hydrogen Corporation General Monitors Incorporated General Pest Control Company General Supply & Services Inc. dba Gexpro Generator Specialist Incorporated Generator Systems Incorporated Generator Systems LLC Generatortech Incorporated Genesis Insurance Company Genscape Inc. Genuine Parts Company dba Napa Hagerstown Automotive 18 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 41 of 124 Harry Migdal Incorporated Hartig, Patrick A. Hartzell Fan Incorporated Haser, David M. Hatzel & Buehler Incorporated Hay Group Incorporated HD Supply Facilities Maintenance Lt HDR Engineering Incorporated Headco Industries Incorporated Headwaters Incorporated Hearing Services Heartland Industrial Solutions LLC Heat Exchanger Systems Incorporated Heathland Hospitality Group Heco Incorporated Held, David W. Hello Direct Incorporated Helmick Corporation Henkel Corporation Henkels & Mccoy Henry Pratt Company LLC Herbert J. Roder dba EPG2 LLC Herbert J. Roder, dba Erie Machine & Engineering LLC Heritage Environmental Heritage Global Partners Inc. Heslin Steel-Fab Incorporated Hesse Equipment Company Hewitt Associates LLC Heyl & Patterson Incorporated Hibbard Inshore LLC Hibon Incorporated High Trail Wind Farm LLC High Voltage Maintenance Corp Highway Equipment Company Hill International Trucks Na LLC Hillcrest Enterprises Incorporated Hilltop Basic Resources, Inc. Hilman Rollers Hinman Consulting Engineers Inc. His Way Investments LLC Hissam, Connie Hitachi T&D Solutions Incorporated Hi-Vac Corporation Hodan Associates Incorporated Holcim Inc. GRL Engineers Incorporated Ground Penetrating Radar Systems Ground Tech Incorporated Group 8760 LLC Grove Engineering Incorporated Gruber Technical Incorporated Grunau Company Incorporated GSE Performance Solutions Inc. GSE Systems Inc. Guard-It Corporation Guys Mechanical Systems Inc. H & K Equipment Incorporated H Hansen Industries Incorporated H Johnson Trucking H K Mcjunkin Inc. H T Lyons H V Diagnostics Incorporated H. Johnson Trucking, Inc. Habsco Incorporated Habuda, James B. Hach Company Hadanich Machine Manufacturing Inc. Hagemeyer North America Inc. Hajoca Corporation Haley & Aldrich Incorporated Hall Equipment LLC Halls Welding Supply Incorporated Hanco Ltd Handi Products Incorporated Handwheels Incorporated Hanes Supply Incorporated Haney, Robert Hanley, Stephen Hanley, Stephen Hannon Electric Company Harbor Freight Tools Hardware Specialty Company Inc. Harland Technology Service Harmon Sign Company Harney Team, Mesirow Insurance Services Harper Control Solutions Inc. Harrel, Jr., James H. and Betsy J. Harrell, Betsy J. Harris Battery Company Incorporated Harris Industrial Services LLC Harris Nuclear Plant 19 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 42 of 124 Ice Qube Inc. IDC Industries Incorporated Ideal Electric Supply Identisys Incorporated Idreco USA Ltd Iepson Consulting Enterprises Inc. IFM Efector Incorporated IGS Industries Incorporated Ihs Global Incorporated ILD Incorporated ILRT Incorporated Imagetech Systems Incorporated Imo Industries Incorporated Imo Pump Imperial Hoist Incorporated Imperial Technologies Incorporated 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 Inland Waters of Ohio Incorporated 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. Hydro Gate LLC Hydroaire Service Incorporated Hydrotech Incorporated HY-Tech Sales Incorporated Hytorc Division Unex Corpoartion Hytorc Penn-Ohio Sales, LLC HZW Environmental Consultants LLC I W Tremont Co Incorporated 20 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 43 of 124 Isoflex USA Itac Systems Incorporated Itin Scale Company Incorporated Itochu International Inc. ITS Partners LLC ITT Engineered Valves Co ITW IV Labs Incorporated J & E Sanitation Incorporated J & H Equipment Incorporated J & J Industrial Sales Incorporated J & J Precision Machine Ltd J & L Door Service Incorporated J & L Professional Sales Inc. J & L Septic Service J A N Services Industries dba Janco Service Industries J D Cousins Incorporated J D Stevenson & Associates Inc. J E Cichanowicz Incorporated J H Bennett and Company Inc. J O Galloup Company J W Didado Electric LLC J&G Lightning Protection Inc. J. Aron & Company J.P Morgan Trust Company, NA J.P. Morgan Securities LLC J.W. Didado Electric Jacobs Investment Management Co Jacobs Sugar Warehouse, Inc. James Anthony Spina dba Spina Nuclear Consulting James C White Company Incorporated James E Gray dba Videoworks Production Company James M Cox Company Incorporated Jeffers Crane Service Incorporated Jelinek, Jerry A. Jenkins Electric LLC Jersey Chrome Plating Co Jet Support Services, Inc. JGB Enterprises Incorporated JJ Kane Associates JM Corporate Training LLC, Julie Morgenstern Enterprises Jobsohio Inner-Tite Corporation Innovative Business Solutions, Inc. Innovative Controls Corp Innovative Office Products Inc. Innovative Satellite Holdings Corp Inspectorate America Corporation Instamation Systems Incorporated Institute of Nuclear Power Operations Instrument & Valve Services Company Integ Enterprise Consulting Inc. Integrated Global Services Inc. Integrated Power Services LLC Intel Enterprise Consulting, Inc. Intelligent Electronic Systems Inc. Interactive Marketing Services Inc. Interface Americas Incorporated Intergraph Corporation Interior Supply Interline Brands Incorporated Intermec Technologies Corporation International Chimney Corporation International Electric Power, II, LLC International Paint LLC International Swap Dealer Association Inc. Interstate Battery of Lake Erie Interstate Equipment Corporation Interstate Power Systems Inc. Interstate Products Interstate Pump Company Inc. Interstate Safety & Service Co Inc. Intertech Security LLC Intertek Caleb Brett Intertek Technical Services Inc. Intertest Interview LLC Intervoice LLC Intoximeters Incorporated Invensys Systems Inc. Invensys Systems Incorporated IPS IPT Holdings LLC IR Services Incorporated Iris Power LP Irwin Mine and Tunneling Supply ISCO Industries LLC ISOC 21 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 44 of 124 Kero International Incorporated Kerotest Manufacturing Company Kerry Company Incorporated Ketchum and Walton Company Key Bellevilles Incorporated Keybanc Capital Markets Keybank National Association Keysight Technologies Incorporated Keystone Components Incorporated Keystone Fluid Handling LLC Keystone Rehabilitation System Keystone Rubber Corporation Keystone Skidloader Sales & Service Kimco Distributing Corp Kinectrics North America Inc. Cibc Toronto Kinectrics Us Incorporated King, Jeffrey A. King, Jeffrey A. & Linda F. King, Linda F. Kinkade Incorporated Kissick Engineered Products Kissick Engineered Products & KLD Engineering Pc Klenzoid Equipment Company Klindworth, Robert W. KMBS Knowledge Relay LLC Koch Minerals Company Konecrane Nuclear Equipment & Services LLC Konecranes International Konecranes Nuclear Equipment & Services Konica Minolta Business Solutions Korn Ferry Leadership Consulting Corporation Korn/Ferry International Kost, Lora L. Kozin, David W. Kramer, Paul S. Kraus & Naimer Incorporated Krayn Wind LLC Krayn Wind, LLC C/O Everpower Wind Holdings, Inc. Kristophel, Robert J. Krystowski Tractor Sales Inc. KSB Incorporated John B. Conomos Inc. John Cooper & Associates PA John M. Ellsworth Company John M. Hill Incorporated John M. Hill Incorporated (Dba Air Placement Cement Co) John P. Coyne Jr. dba Precision John R. Robinson Incorporated John Snell & Associates Inc. dba Snell Infrared/ The Snell Group John Zink Company LLC Johnston-Morehouse-Dickey Company Joint Stock Company "Techsnabexport" Jonathon Golding dba OIC Group Jones & Bartlett Learning LLC Joseph B. Fay Co. Joseph Y Stuart and Associates JP Morgan Ventures Energy Corporation JRS Wire Management Incorporated JSC Tenex Julian A. Mcdermott Corporation JWC Environmental LLC K & S Industrial Services K Connelly Corporation Kahn & Company Incorporated Kalenborn Abresist Corporation Kaman Fluid Power LLC Kaman Industrial Technologies Kaminskas, John Kanawha Scales & Systems Kansas City Power & Light Company Karpinski Engineering Incorporated Kaufman, Gary G. Kay Toledo Tag Incorporated Kayline Company Kazmarek Specialty Forms Inc. KCTG Holdings LP Keener, Shawn W. Keener, Shawn W. Kellermeyer Building Services LLC Kellner Electronics Incorporated Kelly Industries Incorporated Kenneth Lee James Associates Inc. Kentucky Utilities Company Kepco Incorporated Kepware Technologies 22 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 45 of 124 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 LInc.oln Electric Welding School Lindy Computer Connection Linkedin Lintern Corporation Liquidmetal Coating Solutions LLC Liqui-Systems Incorporated Lisega Incorporated LND Incorporated 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. Lucas, Mark Lufkin Industries LLC Luhring, Terry Kucera International Inc. Kuester Implement Company Inc. Kufner Towing Incorporated Kurt J. Lesker Company L & S Electric Incorporated L S Starrett Company Label Master An American Labworks LLC Laco Incorporated Laface & Mcgovern Associates Inc. Lake Balance Company Incorporated Lake County Glass Company Lake Erie Electric Incorporated Lake Health Lake Hospital System Incorporated Lake Lynn Generation, LLC Lake, Richard & Leann Lake, Richard & Leann Lakecraft Corporation Lakeland Auto & Marine Incorporated Lakeshore Industrial LLC Lakeside Supply Company Lamison Energy Solutions Lamps Incorporated Lancs Industries Incorporated Landauer Incorporated Lanier Consulting LLC 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 23 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 46 of 124 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 Lutz, James D. Lydey Automation Company 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 Mansfield Refined Coal LLC Manufacturing Repair & Overstock In Maranda 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 24 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 47 of 124 MGP Instruments MIC Group Inc. Michael Baker International Inc. Michael D Johnson Bond Moving & Storage LLC dba B & W Repair Micro Center Microflex Incorporated Micronics Incorporated Microsemi Frequency and Time Corp Mid Atlantic Environmental Mid Atlantic Rubber Company Mid State Sales Incorporated Mid West Instrument Mid-American Elevator Co Inc. Mid-American Gunite Incorporated Mid-Atlantic Ravelco LLC Middlefield Farm & Garden Middough Incorporated Mideast Tool & Manufacturing Co Inc. Midwest Minicranes Incorporated Midwest Ozone Group Midwest Process Controls Inc. Migdal II, Thomas E. Millar Door Company Incorporated MillCraft Paper Company Miller Wire Works Incorporated Miller, Alice C. Miller, Ronald W. & Deborah J. Miller, Walter C. Millipore Corporation Milosh, Samantha Minahan, Stewart B. Mine Safety Appliances Company Mineral Labs Incorporated Minnotte Contracting Corporation Minnotte Manufacturing Corp. Mirion Technologies (Canberra) Inc. Mirion Technologies (Imaging) LLC Mirion Technologies (Mgpi) Inc. Mirion Technologies Conax Mistras Group Incorporated Mitsch, Dustin M. Mizuho Corporate Bank USA MKF Enterprises Incorporated Mobile Medical Corporation Modany-Falcone Incorporated Mcarl's Incorporated Mccann Education Centers Inc. Mcclymonds Supply & Transit Co. Inc. Mcclymonds Supply & Transit Company, Inc. MCE Chemicals & Equipment Co Inc. Mcelroy Coal Company Mcginley Maintenance Incorporated Mchenry Pressure Cleaning Sys Inc. Mckeel, Thomas D. Mckinley Inc. Mckone Energy Consultants LLC Mcm Electronics Mcmanus & Miles Mcnaughton-Mckay Electric Company Mcnichols Company Mcritchie, Brandon Meadville Land Service Incorporated Mechanical Solutions Incorporated Medic Mowers Lawncare Medical Mutual Services, LLC Medtech Biomedical Services Meggitt Safety Systems Incorporated Mei/Micro Center Meister International LLC Mellon Bank, N.A. Mellott Company Menardi Mikropul LLC Mentor Incorporated dba Action Door Mepco Inc. Mepco, LLC Meridian Compensation Partners LLC Merrick Corporation Merrill Lynch & Co. Merrill Lynch Commodities, Inc. Mertens, Montgomery P. Mesa Industries Incorporated Metaltech Steel Company LLC Metrex Valve Corporation Metro Wire & Cable Corporation Metso Minerals Industries Inc. Mettler Toledo LLC Metts, John F. Meyers Mobile Tire Service Inc. Meyersdale Windpower LLC MFR Securities, Inc. 25 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 48 of 124 Mutek, Rebecca Mutek, Rebecca MV Group Incorporated MVPSC 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 Nautica Phase 2 LLC Nautica Phase 2 Partnership Navex Global Incorporated Navigators Nazareth Machine Works Incorporated NCH Corporation NCI NURSING Corps Nebraska Northwestern Railroad, Inc. Nebraska Public Power District NEC Corporation of America Neenah Foundry Company Neff Group Distrib Inc. dba Fluidtr Neff Group Distributors Inc. Nelson Stud Welding Incorporated Neoteric Hovercraft Incorporated 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 26 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 49 of 124 Northridge Automotive Incorporated Norweco Inc. Nostan Communications Inc.orporate dba Black Box Network Services NRG Energy Inc. NSF International Strategic Nuclear Energy Customer Service Department Nuclear Energy Institute Nuclear Energy Liability Insurance Association Nuclear Suppliers Association Nuco Industries Incorporated Nukem Inc. Nutherm International Incorporated Nuzum Enterprises Inc. Oak Harbor Hardware Company Obar Door & Gate Company Inc. Oceanmedix.Com LLC Oem Controls Incorporated Ohio Air Products Incorporated Ohio Environmental Protection Agency, Office of Fiscal Administration Ohio Lumex Company Incorporated Ohio Pipe Valves & Fittings Inc. Ohio Power Company Ohio Realty Development Fund LLC Ohio Tool Systems Incorporated Ohio Valley Electric Corporation Ohio-West Virginia Excavating Company OHI-Rail Corporation Ohm-Labs Incorporated Oil Rite Corporation Oklahoma Safety Equipment Co Inc. O'Leary, Thomas F. Olshefsky, Frank A. Olson Technologies Incorporated Olympus Scientific Solutions Omega Door Company Incorporated Omni Controls Incorporated Omni Special Instruments Inc. O-N Minerals Company Ondeo Degremont Onepump Global Enterprises LLC ONX USA LLC Open Systems International, Inc. Neuco Incorporated Neumeyer Environmental Services Neundorfer Incorporated New England Etching Company Incorporated New Toledo Blue Print & Paper Co New York Mellon Trust Company, N.A. Newing-Hall Incorporated Newport Scientific Incorporated Newton Research Labs Incorporated Newville Construction Services Inc. Nexant Incorporated Nextera Energy Power Marketing, Inc. Nextera Energy Seabrook LLC Nice Systems Nickel Systems Incorporated Nixon, Joyce and Robert A. Nixon, Joyce M. NJ Transit Noble Americas Gas & Power Corp Nock Refractories LLC Nolan Door & Hardware Company Inc. Nol-Tec Systems Incorporated Noran Incorporated Norris Brothers Company Inc. Norris Service Specilaties Inc. Norstan Communications Inc.orporat dba Black Box Network Services North Allegheny Wind, LLC North Allegheny Wind, LLC- Phase 3 North Allegheny Wind, LLC- Phase 4 North American Energy Services North American Seal & Supply Inc. North American Substation Svcs LLC North American Switchgear Inc. North American Technical Sales LLC North Branch Energy Inc. North Branch Energy, Inc. Northcoast Inc. Recycling Specialist dba Northcoast Shredding Services and Record Center Northcoast Process Controls Inc. Northcoast Systems LLC Northeast Projections Incorporated Northern Sales Inc. Northrich Company 27 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 50 of 124 Patriot Group Technologies Incorporated Patriot Sensors and Controls Corp Paulich Specialty Company Inc. Paymentech, LLC (For JP Morgan Chase Bank, N.A.) Payne, Frank PC Mckenzie Company PCB Piezotronics Incorporated PCF Sales Corporation Pcm Sales Incorporated 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 Opentext 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 Orr 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 28 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 51 of 124 Power and Grounding Solutions LLC Power Cost, Inc. Power Costs Incorporated Power Equipment Associates Ltd Power Equipment Specialists Inc. Power House Tool Incorporated Power Ignition and Controls LLC Power Line Supply Company Power Monitors Incorporated Power Piping Company Power Plant Service Contracting Inc. Power Plant Services Power Products & Services Power Services Group Powerflow Engineering Incorporated Powerhouse at Nautica Investment Limited Partnership Powerhouse Technology Powerlink Electrical Sales Inc. Powersys Incorporated Powerup Equipment Incorporated PPC Lubricants Incorporated PPG Industries Incorporated PPL Energy Plus, LLC Praxair Distribution Mid-Atlantic L Praxair Surface Tech Incorporated Precision Environmental Company Precision Maintenance Incorporated Precision Surveillance Corp Preferred Engineering Corp 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 Phillips, Dennis E. Phoenix Conveyor Belt Systems Gmbh Phoenix Partners LLC dba Renew Valve and Machine Company Piedmont Plastics Pier Associates Incorporated Pine Ridge Lawncare Incorporated Pioneer Motor Bearing Company Pipeline Software, Inc. Piper, Benjamin J. Piping Technology & Products Inc. Pitney Bowes Credit Corp Pitney Bowes Global Financial Pitt Auto Electric Company Pittsburg Maritime Club Pittsburg Tank & Tower Maintenance Pittsburgh Air Systems Incorporated Pittsburgh Maritime Club Pittsburgh Plumbing & Heating Pittsburgh Process Equipment Pittsburgh Process Equipment Co Inc. Pittsburgh Specialty Cabinet Pittsburgh Spray Equipment Company Pittsburgh Tire Service Inc. PKMJ Technical Services, Inc. D/B/A RollsRoyce Plant Service Company Plassard, Gregory F. Plastic Sales & Service Inc. Plastocor Incorporated Platts Plesh Industries Incorporated Plunkett, Gregory Lane & Joanna Leigh Plunkett, Joanne Leigh PME of Ohio Incorporated PMF Rentals Poland Concrete Products Inc. Polar Leasing Company Incorporated Pollock Research & Design Polycast Industrial Products Ltd Pomeroy It Solutions Sales Company Portersville PRD LLC Portersville Value Company Positive Trades Group LLC Potter-Claiborn-Geelhood Inc. Power & Industrial Services Corp 29 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 52 of 124 Qdro Consultants Company Q-Mation Incorporated QSR Industrial Supply Inc. Qualitec, Inc. Qualitest USA LC Quality Associates International Quality Assurance Services LLC Quality Windows LLC Quest Integrity Group Quest Integrity USA LLC Quest Software, Inc. Questar Solutions LLC R A Ross and Associates Ne Inc. R Brooks Associates Incorporated R E Gouker Company Incorporated R E Warner & Associates Inc. R H Carbide and Epoxy Incorporated R L Holliday Company Incorporated R P Adams Company Incorporated R R Brink Locking Systems Inc. R T Patterson Company Incorporated Radcom Inc.oporated Radeco Incorporated Radeco LLC Radiation Protection Systems Inc. Radiation Safety Associates Inc. Radwell International Incorporated Raf Automation Incorporated Raf Fluid Power Incorporated Ralph A. Hiller Company Ram Industrial Services LLC Ram Sensors Incorporated Rapid 2-Way Incorporated Ray, Ashton M. RBS Asset Finance RC Energy JCP1, LLC RDP Corporation Rea Plastik Tech Gmbh Rebman Systems Incorporated Receivable Management Corp. Reco Equipment Incorporated Red D Arc Inc. Red-D-Arc Incorporated Redkoh Industries Incorporated Redox Technology Group LLC dba Redox Solutions Process Engineering Company Process Software LLC 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 Pullman Power LLC Pullman SST Incorporated Pulsafeeder Incorporated Pump Marketing Associates Inc. Pump Systems LLC Pumping Services Incorporated Pumps Parts & Service Incorporated Purchase Order Purdue University PVS Chemical Solutions Incorporated Pyrosoft Incorporated 30 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 53 of 124 Ro-Flo Compressors LLC Rojemori LLC dba 4d Global Rojemori, LLC Rolled Alloys Rolls-Royce Nuclear Field Svcs Inc. Romisher, Richard A. Ronan Engineering Company Rosebud Mining Company Rosemount Analytical Inc. Ross Controls Incorporated Ross Maintenance Products Co. Rotating Equipment Repair Rotating Equipment Services Roth Bros Inc. Roto Hammer Industries Incorporated Roto Rooter Sewer Cleaning Co Rotork Controls Incorporated Rotronic Instrument Corporation Rozel R-S Matco Incorporated RTP Corporation RTP Environmental Associates Inc. Ru2 Systems Incorporated Rubber & Accessories Incorporated Ruby, Richard D. Rudd Equipment Company Ruggles-Klingemann Mfg Co Inc. Ruhlin Company Ruhrpumpen Incorporated Rumsey Electric Company Runton Engineering Inc. Ruthrauff Sauer LLC Ryan Herco Products Corporation S & S Dump & Dig Incorporated S & W Technologies Incorporated S A Comunale Co Incorporated S G Morris Company S P Kinney Engineers Incorporated S. D. Nold Incorporated S3 Integration LLC Saab Training USA LLC Sabic Innovative Plastics US LLC Safariland LLC Safe Harbor Access Systems Ii LLC Saferack LLC Safety Dynamics Incorporated Redvector.Com, LLC Reedy Engineering Incorporated Reef Industries Incorporated Refrigeration Sales Corporation Regulatory Affairs and Laboratory Services Rehabilitation Aquatics & Physical Reinforcd Plastic Systems Inc. Reliance Rental & Leasing Inc. Rema Tiptop / North America Incorporated Remington Rose Remote Ocean Systems Incorporated Renewal Parts Maintenance Inc. Rep Sales Incorporated Repros Inc. Repros Incorporated Rescue Marine Research Cottrell Cooling Inc. Retaqs Incorporated Reuland Electric Company Revenew International LLC Rexel Incorporated Rexnord Industries LLC Rhino Energy, LLC Rich, Benjamin T. Richey, Marty Richwood Industries Incorporated Right Management Incorporated Rio Tinto Uranium Riskwatch International LLC River Research & Design Inc. River Salvage Company Incorporated River Technologies LLC Riverhawk Company Riverside Drives Incorporated Rl Miller LLC RMB Consulting & Research Inc. RMF Nooter Incorporated Robert E Lamb Incorporated Robert G. Ganser dba Transformer Consulting Service Robert H. Welf & Associates Inc. Robert J. Brown Jr dba Three Rivers Diving Robindale Coal Sales, LLC Robinson Valves and Actuation Rockbestos Surprenant Cable Corp Rocore Holdings 31 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 54 of 124 Sea Box Incorporated Seagate Control Systems Seal Systems Inc. Sealing Resources Sealing Specialists & Service Co Sealite USA LLC SEC Bellefonte Sd Solar One, LLC SEC Besd Solar One, LLC Secure Gate Systems Securmar LLC Sedgwick Claims Management Services, Inc. SEI Incorporated dba Service Express Incorporated Seigniory Chemical Products Ltd Seitz Valve Technology Self-Powered Lighting Incorporated Seminole Electric Cooperative Senasys Seneca Enterprises LLC Seneca Generation, LLC Senior Flexonics Pathway Division Senior Operations Incorporated Senior Operations LLC Sensidyne LP Sentinel Fluid Controls Servi-Sel Incorporated Sesquehanna Water Conditioning Setra Systems Incorporated SGS Galson Laboratories Inc. Shadyside Cartage Company Inc. Shannon, Michael P Shel-B Environmental Emissions Shell Energy North America (Us) L.P. Sheperd, Phd, Scott J. Sherwin Williams Shortage Control Incorporated Shortridge Instruments Incorporated Shrader Tire & Oil Inc. Siemens Demag Delaval Siemens Energy Incorporated Sifco Applied Surface Concepts Signature Control Systems LLC Simmers Crane Design & Services SKC Incorporated Skelly and Loy Incorporated Safety Main Stopper Company Inc. Safety Rail Company LLC Safety Rail Source LLC Safety Sign Company Safety Sling Company Incorporated Safety Solutions Incorporated Safety-Kleen Corporation Safety-Kleen Systems Incorporated Safway Services LLC Sage Fortware Incorporated Sage Software Inc. Saint Lawrence Holdings LLC Salem Structures LLC Sammis Main Sammons, Phillip D. Sample-Webtrol Incorporated Samsel Supply Company Sanchem Incorporated Sand Beach Association C/O Charles Young Sanders Yamaha Suzuki Kawasaki Inc. Sanico Incorporated Santee Security Incorporated Santronics Incorporated SAP Industries Incorporated SAS Intitute Incorporated Sauereisen Incorporated SAW Service & Supply SAW Systems Incorporated Sayer, Robert J. SBK-Brooks Investment Corp. SBS Window Cleaning LLC Scaccia, Mark A. Scantron Corporation Scaturro Brothers Incorporated Schelb, Ray Schenck Trebel Corporation Schmidt Industries Schultz Fluid Handling Equipment, Inc. Schweizer Dipple Incorporated Schwer, Daniel J. Schwer, James J. Scott Electric Company Scott Industrial Systems Inc. Scottish Power Finance (US), Inc. SCR Tech Screening Systems International 32 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 55 of 124 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 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 33 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 56 of 124 Systems Improvements Incorporated Szuch, David P. T & D Company Inc. T R I Transmission & Bearing Corp Tabinowski, Craig F. Talisman International LLC Talx Corporation Tank Corrosion Specialists Inc. Tank Integrity Services Inc. Tannehill International Industries Taprogge America Corporation Tattletale Portable Alarm Systems Incorporated Taulia Inc. TC Communications Incorporated TDS Automation Incorporated Team Industrial Services Techcorr USA Management LLC Technical Assurance Incorporated Technical Construction Spec Inc. Technical Management Services Inc. Teco-Westinghouse Motor Company TEI Construction Services Inc. Teikoku USA Incorporated Teknik US Limited Tekran Instruments Corporation Tekran Instruments Corporation Tele Scan Incorporated Teledyne Instruments Incorporated Teledyne Optech Incorporated Telelanguage Services Telvent Dtn Templar Technologies Incorporated Tenaska Power Services Co Tenex Tenex "Techsnabexport" Tennessee Valley Authority Tenova Goodfellow Incorporated Terra Testing Incorporated Terrasource Global Corporation Terry Tree Service LLC Test & Measurement Instrumentation Testo Incorporated Tetra Tech Incorporated Tetrasolv Services Texas Stainless Incorporated Steubenville Plate and Window 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 Rainbow Rentals Suprock Technologies LLC Survivor Fire & Safety Equipment SVM LP Swan Analytical USA Incorporated Swissport USA Incorporated Switchgear Solutions Incorporated Sycamore & Main, Inc. Synapp North Inc. Synergy Global Technology Inc. Syntech Products Corporation Syntron Material Handling LLC Systecon Incorporated System Improvements, Inc. System One Holdings LLC 34 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 57 of 124 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 Eberline LLC Thermo Gamma-Metrics Thermo Labsystems Incorporated Thermo Process Instruments Lp Thermo Vac Incorporated Thermosafe Technologies LLC Thomas & Betts Power Solutions LLC Thomas & Muller Systems Ltd Thomas Fence Company Incorporated Thomas Scientific Thompson Electric Incorporated Thompson Gear & Machinecompany Inc. Thorburn Flex Incorporated Thuemling Instrument Group Inc. Thunder Technologies LLC Tiefenthal, Kenneth A. Tiger Material Handling Inc. Timbers Kovar Company Timken Motor & Crane Services LLC TG Advisers Incorporated The A J Gates Company 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 O I C Group 35 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 58 of 124 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 Triad Technologies LLC Triangle Engineering Incorporated Trico Corporation Tricor Direct Incorporated Tri-Dim Filter Corporation Tri-Fab Incorporated Trinity Industries Leasing Company Tripwire Incorporated Tri-Sen Systems Corporation Tri-State Tool & Hoist Incorporated Tri-State Valve & Instrument Inc. Triumph Controls LLC Triumph Group Incorporated dba Puroclean Professional Servic Trombold Equipment Company Inc. Troski, Jeremy P. True Industries Incorporated Trumbull Industries Incorporated Truqc LLC TSI Power Corporation T-S-K Electronics Incorporated TTL Associates Incorporated Tudi Mechanical Systems Inc. Tunnel Ridge Coal, LLC Turbine Diagnostic Services Inc. Turbine Laser Alignment LLC Turbine Marine Incorporated Turbine Services Ltd Turbo Components & Engineering Inc. Turbo Parts LLC Tuthill Vacuum & Blower Systems TWC The Valve Company LLC Twenty First Century Communications Twin City Fan Companies Ltd Twin River Towing Company Twin Rivers Towing Company Timken NCT LLC dba Schulz Group Tinius Olsen Testing Machine Tip Plus Corporation Tip Top Industrial Services, Inc. Tips Incorporated Titania Limited TKM Print Solutions Incorporated TLG Services, Inc. TMP Worldwide Advertising & Communications, LLC TN Americas LLC Tnemec Company Incorporated Tobey-Karg Sales Agency Inc.orporate Toft's Dairy Toledo Fence & Supply Company Toledo Flags LLC 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 36 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 59 of 124 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. O. 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. 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. 37 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 60 of 124 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 O. 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. 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. 38 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 61 of 124 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 Yokogawa Corp of America Young Supply Company 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 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 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 ____________________________________________________ 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 the Statutory Creditors’ Committee, once appointed. 39 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 62 of 124 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 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 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 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) 40 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 63 of 124 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 Negley Volunteer Fire Department Association Incorporated New Cumberland Volunteer Fire Department New Manchester Volunteer Fire Department NJ Division of Motor Vehicles Northeast Ohio Regional Oakland District Volunteer Fire Department Occupational Safety and Health Administration (OSHA) Office of the Ohio Consumers' Counsel Ohio Attorney General Ohio Board of Pharmacy Ohio Bureau of Workers' Compensation Ohio Department of Agriculture Ohio Department of Commerce Ohio Department of Health Ohio Department of Job and Family Services Ohio Emergency Management Agency Ohio EPA Ottawa County Auditor's office 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) Govenmental Agencies/Municipalities Allen County Ashland County Auglaize County Center Township 41 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 64 of 124 City of Toledo City of Toronto City of Tremont City of Troy City of Vermilion City of Washington Court House City of Waterville City of Wauseon City of Westlake City of Xenia City of Youngstown Defiance County Erie County Fulton County Henry County Huron County Lucas County Madison County Mahoning County Medina County Muskingum County Ottawa County Preble County Putnam County (Dupont) Richland County Sandusky County Summit County Township of Austintown Township of Ballville Township of Baughman Township of Bethlehem Township of Blooming Grove Township of Boardman Township of Buck Township of Burton Township of Butler Township of Canaan Township of Canfield Township of Cardington Township of Center Township of Cessna Township of Chippewa Township of Darby Township of Elkrun Township of Fairfield Township of Franklin City of Akron City of Ashland City of Aurora City of Barberton City of Bay Village City of Bellevue City of Canal Fulton City of Canfield City of Cleveland Heights City of Cortland City of Crestline City of Defiance City of East Palestine City of Euclid City of Fairlawn City of Girard City of Green City of Huron City of Lancaster City of London City of Mansfield City of Marietta City of Marion City of Massillon City of Maumee City of Medina City of Munroe Falls City of North Canton City of Northwood City of Norton City of Ontario City of Oregon City of Parma City of Perrysburg City of Ravenna City of Richmond Heights City of Rossford City of Salem City of Sandusky City of Seven Hills City of Springfield City of Stow City of Streetsboro City of Struthers City of Sylvania City of Tallmadge 42 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 65 of 124 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 Township of German Township of Gilead Township of Goshen Township of Grafton Township of Grand Prairie Township of Green Camp Township of Hale Township of Hanover Township of Jackson Township of Jefferson Township of Knox Township of Lake Township of Lawrence Township of Lexington Township of Liverpool Township of Lynn Township of Mad River Township of Madison Township of Marion Township of Marlboro Township of Middleton Township of Milton Township of Paris Township of Perry Township of Perrysburg Township of Pike Township of Plain Township of Pleasant Township of Poland Insurance Carriers ACE Bermuda Ins. Ltd./AON Bermuda Aegis Security Insurance Company/ AEGIS Insurance Services Inc. Allied World Assurance Company Ltd./AON Bermuda 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 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 43 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 66 of 124 Westport Insurance Company XL Insurance Bermuda LTD./AON Bermuda XL Specialty Insurance Company Zurich American Insurance Company Princeton Excess & Surplus Lines Insurance Co. QBE Insurance Corporation Talbot Underwriting Services (US) Ltd. Starr Indemnity & Liability Company U.S. Specialty Insurance Company Water Quality Insurance Syndicate Landlords Beaver County Airport Authority Cleveland Electric Illuminating Company Greylock L.P. John's Towing Service, Inc. Norfolk Southern Corporation Ohio Department of Natural Resources Ohio Edison Tower LLC The Elmhurst Group The Toledo Edison Company Litigation Parties Bayer Cropscience, Inc., f/k/a Benjamin Foster Company Bays, Ronald Bennett, Lee Bevan & Associates Blakley, K. Girard Blystone, Frank BNSF Railway Company Boardwine, Mary Bowen, Melvin Bringman, Harry Pete Brookman, Rosenberg, Brown & Sandler Brown, Robert L. Bryant, James Burgdorf, William Burkiewicz, Thomas Burnette, Elizabeth F. BWXT Canada, Ltd. Byler, Bobby Lynn Cantwell, Thomas Caroselli, Beachler, McTiernan & Canboy Cartwright, George Caruloff, Thomas Chaffin, Nathaniel Chapman, Mary Lou (Robert) Chester Willcox & Saxbe LLP Chitwood, Donnie Christain & Barton LLP 3M Company A.W. Chesterton Company Adams, Doris Adams, Sharon Addair, Mary Adkins, Nora Air & Liquid Systems Corporation Air Products and Chemicals, Inc. Alberts, Helena Allegheny Ludlum LLC American Arbitration Association Ammon, Barbara Anderson, Annes Anzevino, Dominic Applegarth, Dorothy Arcaro, Barbara Arcidiacono, Carol J. Arter, Doris Ashton, Bernice Associated Wholesalers, Inc. Auer, Maxine Austin, Brenda Aveni, Clara AWI Delaware, Inc. Bachner, Kerri Ann Bailey, Donna Balden, Ebell Baron, Peter J. 44 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 67 of 124 Fluker, Thommy Forman, Ernest Francis, Michael S. Franklin, Douglas Friday & Cox, LLC George, John Gerson, Barry Gibson, Charles (Executor of Estate) Gilardi, Oliver & Lamupo, P.A. Gongora, Luz Goodyear Tire & Rubber Company Gorchock, Alisa M Gorchock, Michael Gori, Julian & Assoicates, P.C. Gray, Ivan Grubbs, Don Ham, Alfred Neal Hambry, Alva Hamm, Tracy Hamm, William Murray Hampton, Marvin Hannigan, John M. Hansen, Stephanie M. Harp, Billy Harris, George Larry Harrison, Ronald D. Hartley & O'Brien, PLLC Harwood, Gene Haseleu, Mark S. Hawks, Buford Hawthorne, Howard Hayes, Ronnie Haynes & Boone LLP Henderson, Curtis Hendrix, Phillip H. Henry, Terry M. and Sandy L. Higgins, John Hill, Charles E. Hill, Travis Hobor, Chuck Hodges, John Holbrook, Carma Holt, Joe Hoover, Jackie D. Hopkins, Douglas C. Houston, Larry C. Commonwealth of PA, Department of Transportation Conger, Pauline Copen, William Crooks, Guinda Crowell & Moring, LLP CSX Transportation Incorporated Cuevas, Juan Dalnoky, Joseph Davies, Regina Davis, John W. Dean, D Mark DeMase Trucking Co., Inc. Dempsey, Brian Dennis, Harvie Denson, Howard (Executor of Estate) Devin, Cecil DLZ Ohio, Inc. Drake, Dan Duckro, Mary Jo Dulin, Mary Dunham, Nancy Dunmire, Thomas Dunn, Clarabelle Earley, Cindy Eck, Jim Edgar Snyder & Associates Edwards, Dorothy Edwards, Joseph EEOC - Cleveland Eldred, David A Elliot, Lola Emery, Harry Empire Die Casting Company Eno, Waunnetta Executor of the Estate of, Joyce Ellis Farais, John & Helen Farkas, Frank (Executor of Estate) Farnsworth, Harry Ferris-Dukovich, Theresa Finney, Juanita Firman, Mary Fite, Bonnie Fitzpatrick, Randy Flint Law Firm LLC Flowers, Twatha 45 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 68 of 124 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 MeInc.ke, 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. Mills, Steven D. Hovis, Homer J. Howard, Johnny O. 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, 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 46 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 69 of 124 Richardson, Billy D. Rico, Edward Ritzler, Joseph G. Rodriguez, Jose Rogers, Ron Rollo, Edmond J. Rush, Peter (Executor of Estate) Santiago, Francisco Scalise, Kristen M. Schmitt, Michele L. Sheret, William L. Shildwachter, Richard Shirley, Mildred Shores, Eugene Shrader & Associates, LLP Shropshire, Joseph Shuler, Brenda L. Shuler, George M. Simonds, Mary Simonovich, William Smith, Charles S Sommer, Elaine Staikos, John Stanko, George Steading, Robert E. Steading, Ronald B. Steele, Robert F. Steigers, Robert Frank Stottlemire, Harry Struchen, Norman Suggs, Rosa Swann, Harold Swenson, Dennis Talley, William D. Tapley, S.J. Tarpley, Dea Taylor, Jackie Taylor, John H. Terretto, Nick Terry, Bluitt W. Terry, Donald A. Terry, Franklin D. Terry, Jack H. The Bauer Law Firm, P.C. The Calwell Practice PLLc The Standard Register Company Milner, Gena Miner, Norval M. Monongahela Power Company Moody, Walt Moore, Judy Motley Rice LLC Mount, II, Dale (Executor of Estate) Mowery, Jack Moyer, Kerri S. Muniz, Jorgie Myers, Judy Ann Myers, Kenneth Myers, Lawrence National Union Fire Insurance Company Needham, Robert P Neely & Callaghan Newsome, William Nicols, Gary Lee Nixon, Dan NLRB - Region 6 Norfolk Southern Corporation North Toledo Graphics, LLC OCRC - Toledo Ollison, Grant Ottawa County CSEA Pacific Sunwear of California, Inc. Pagano, Richard Parker, Harold Parrish, Cheryl Pastor, Varlee Peabody Energy Peguero, Jose Peterman, Dean A. Pietragallo Gordon Alfano Bosick & Raspanti, LLP Plott, Gregg Plucinski, Anthony Pocmont Properties, LLC Potomac Edison Comapny Potter, John H. Purvis, Claudia Raymond, Cynthia Rebok, David Reed Smith LLP Republic Powdered Metals, Inc. Rhoades, John L. 47 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 70 of 124 Wells, Marvin E. WesTech Whaley, Brenda White, Donald Lee White, Edwin Ray White, Elbert Williams, Walter Williamson, Robert E. Willingham, Dorothy Wilson, Edward J. Wilson, Robert Ernest and Joan Catherine Wineland Legal Services, LLC Wilson, W. David Wolfe, Paul E. Wood, Wayne Wright, Billy M. Wright, Johnnie L. Yeater, Phillip M. Yengich, Ronald S. Young, Larry Eugene Yozwiak, William Yukovich, Elizabeth Zsigo, James Zuch, Robert The State of West Virginia Division of Highways Thornock, Leroy Timberlake, Herbert A. Tindall, Gary and Charlotte Torres, Miguel Trail-Trans Allegheny Interstate Line Company Trousdale, Raymond D. Tunnel Ridge, LLC Turner, Carl William UWUA Local 270 UWUA Local 304 UWUA Local 457 VanWave, Jeffrey Vidal Jr, Jose A. Vires, David Wagner, Kenneth Walker, Cole R. Warren, Billy Joe Wasserman, Bryan, Landry & Honold, LLP Watson, Charlie I. Watson, Louise Webster, Vernon Jackson Weldon, John David Sales Leaseback Parties Mansfield 2007 Trust B Mansfield 2007 Trust C Mansfield 2007 Trust D Mansfield 2007 Trust E Mansfield 2007 Trust F Met Life Capital, Limited Partnership Metlife Insurance Company Mission Funding Alpha Mission Funding Beta Perry One Alpha L.P. Perry One Delta (Trust A) Perry One Delta (Trust B) Perry One Delta L.P. (Trust I) Perry One Delta L.P. (Trust II) Perry One Gamma PNBV Capital Trust PNC Commercial Security Pacific Leasing Corporation Alexander Hamilton Life Insurance Bank of America Corp. Barclays PLC Beaver Valley Inc. Beaver Valley Two PI L.P. Beaver Valley Two Rho Beaver Valley Two Sigma L.P. BM1, LLC Chrysler Chrysler Consortium Corporation Citigroup Inc. DaimlerChrysler AG Edison International Ford Motor Credit GE Capital HSBC Holdings PLC JP Morgan Chase & Co Mansfield 2007 Trust A 48 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 71 of 124 Union Bank of California, N.A. US Bank Trust National Association Wilmington Savings Fund Society, FSB State Street Corp. The Bank of New York Trust Company, N.A. The Marmon Group The PNC Commercial Services Group Surety Bonds ACE INA Group Borough of Shippingport Commonwealth of Pennsylvania Commonwealth of Pennsylvania, Department of Environmental Protection Commonwealth of Pennsylvania Public Utility Commission District of Columbia Liberty Mutual Insurance Company New Jersey Board of Public Utilities Ohio Dept. of Natural Resources Pennsylvania Public Utility Commission State of Illinois Travelers Casualty and Surety Co. of America Travelers Property Casualty Group U.S. Army Corp of Engineers United States District Court Northern District of Ohio US Department of Labor West Virginia Department of Transportation Zurich American Insurance Company Third Party Sales Agents Blue Flame Energy Services Bmark Energy, Inc. Buckeye Energy Brokers, Inc. CCAOSC Energy Solutions, LLC Chamber Energy Solutions, LLC Choice Energy Resources, Inc. Choose Energy, Inc. Chrislynn Energy Services City of Cincinnati City of Cleveland Commercial Utility Consultants, Inc. Community Energy Advisors Consumer Energy Solutions Inc. Cost Reduction Services Council of Small Enterprises (Cose) Creativenergy Options CUC Global Inc. Demand Response Partners, Inc. Dillon Energy Services Diversified Energy Associates, Inc. DJ Energy Consulting, LLC Eagle Energy LLC Ecova, Inc. Edge Insights, Inc. Acclaim Energy Advisors Achieve Energy Solutions, LLC ADL High Voltage Inc. Advantage Services Inc. Affiliated Power Purchase Intl. Agency Marketing Center Corporation dba Buy Commercial Energy, Inc. Alliance for Competitive Energy Services Alternative Utility Services, Inc. Alternative-Esco LLC Ameresco, Inc. Amerex Brokers LLC Americaapproved.Com American Municipal Power, Inc. American Powernet Services AMGP Inc. Aspen Energy Corporation Asset Energy LLC Atlas Commodities Belden Energy Solutions Inc. Services Company Bidurenergy, Inc. Blue & Silver Energy Consulting, D/B/A Pro-Star Energy Services 49 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 72 of 124 MWV Consulting North Shore Energy Consulting, LLC Northeast Energy Advisors LLC Ohio Manufacturer's Association Ohio School Pool: Buckeye Assoc of School Administration (Basa) Ohio School Pool: Ohio Association of School Business Officials (OASBO) Ohio School Pool: Ohio School Boards Association (OSBA) Ohio School Pool: Ohio School Council (OSC) OML Energy Solutions Ondemand Energy, L.P. Onyx Power & Gas Consulting, LLC Option Energy LLC Palmer Energy Co. Inc. Palmer Energy Company Patriot Energy Group, Inc. Precept Energy LLC Premier Energy Group, LLC Premiere Marketing LLC Progressive Energy Group LLC Quifidence Energy Reflective Energy Solutions, LLC Rock River Energy Services Satori Energy Schneider Electric Scioto Energy, LLC Search Energy LLC Shipley Energy Company Simec Energy SJ Cobb & Associates Inc. Sprague Energy Solutions, Inc. Star Energy Partners LLC Step Resources Consulting LLC Strategic Aggregation Consultants, Summit Energy Services, Inc. Telco Pros. Inc. Telecom Consulting Inc. The Eastern Energy Procurement The Eric Ryan Corporation The Legacy Energy Group, LLC The Utilities Group Inc. Efficient Energy Solutions Electric Choice, Inc. Emerald Energy, Inc. Emuna Energy, LLC Enercom Inc. Energy Auction Exchange DBA Energy Energy Consultants LLC Energy Enablement LLC Energy Management Solutions, Inc. Energy Market Exchange Energy Resources Group LLC Energy Savers, Inc. Energy Trust, LLC Energysolve LLC Enernoc, Inc. Executive Energy Services, LLC Flex Energy Management, LLC Gabel Associates Gandolfo Resources LLC Gem Energy, LLC Glenview Consulting Group, Nimec Global Energy Market Services LLC Goldstar Energy Group, Inc. Good Energy, LP Great Lakes Energy HB Hayes & Associates LLC dba Alternative Energy Source Healthtrust Purchasing Group, L.P. Hospital Energy, LLC HP Technologies IEU Illinois Energy Aggregation LLC Incite Energy LLC Independent Energy Consultants Integrity Energy Ltd. International Marketing Business GR J. Andrew Associates Keytex Energy Solutions, LLC Lincoln Energy Group LLC Live Energy Inc. Mid American Natural Resources, LLC Midwest Utility Consultants Inc. Mobilenet Inc. MSI Utilities, Inc. Muirfield Energy Inc. Titan Energy - New England Inc. Total Energy Resources 50 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 73 of 124 Watts Marketing World Energy Solutions, Inc. Xencom Green Energy, LLC Your Choice Energy, LLC Zenergy TPI Efficiency Trebel LLC Unified Energy Services Unified Foodservice Purchasing Co-Op Usource, LLC Utilichoice International LLC Unions International Brotherhood of Electrical Workers Local 0245 International Brotherhood of Electrical Workers Local 0272 International Brotherhood of Electrical Workers Local 029A International Brotherhood of Electrical Workers Local 029B International Brotherhood of Electrical Workers Local 1289 International Brotherhood of Electrical Workers Local 1413 International Brotherhood of Electrical Workers Local 2357 International Brotherhood of Electrical Workers Local 29MP Office & Professional Employees International Union Local 0019 Utility Workers Union of America Local 0102 Utility Workers Union of America Local 0270 Utility Workers Union of America Local 0270PT Utility Workers Union of America Local 0350 Utility Workers Union of America Local 0351 Utility Workers Union of America Local 0457 Utility Workers Union of America Local 304 Accounts Payable2 1R20 Material 8760 Incorporated A J Goulder Electric Incorporated A&H Equipment A&J Fasteners Corporation A-1 Lock & Key Services ABB Enterprise Software Inc. ABB Incorporated Abbott Valve and Fitting Company Abel Truck & Automotive Supply Inc. ABM Electrical Power Solutions LLC ABS Consulting Inc./EQE International ABSG Consulting Incorporated Abtrex Industries Incorporated ACF Environmental Action Supply Products Inc. Adams Elevator Equipment Company Adelphia Adkins Sanitation ADT Security Services Advanced Fiberglass Services Inc. AEP Pro Serv Incorporated Aerofin Corporation Aesseal Incorporated AFCO Credit Corporation AFS Fiber Glass Aga Gas Inc. Aggreko Incorporated Agilent Technologies Aim Services Company Air Control Products Incorporated Air Liquid Systems Incorporated ____________________________________ 2 This category includes, among other parties, vendors and employees that may have outstanding expense reimbursements. 51 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 74 of 124 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 Air Liquide America Specialty Gases Air Monitor Corporation Air Products & Chemicals Inc. Air Relief Incorporated Air Technologies Airgas Great Lakes Incorporated Airgas Incorporated Airgas Strategic Accounts Airport Systems Honeywell Inc. Airtech LLC Aitken Products Incorporated AKE Environmental & Construction Al Xander Company Incorporated Albreco Incorporated Alin Machining Company Incorporated All Clear Screening Services Inc. Allegheny Crane Rental Inc. Allen Refractories Co Allen Sherman Hoff Alliance Coal LLC Allied Electronics Incorporated Allied Rubber & Supply Company Alphasource Incorporated Alro Steel Corporation Alstom Power Incorporated Altran Solutions Corporation 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 52 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 75 of 124 Bet-Tech Construction Company BFI Cleveland BHA Altair LLC Black & Veatch Corporation Black Box Corporation of PA Black Diamond Services Incorporated Blakeslee Equipment Company Blevins & Sons Excavating, Ltd Blue Technologies Incorporated Blueline Rental LLC Bluetarp Financial BNL Industries Incorporated Bobcat of Pittsburgh Incorporated Bobetich, Jeffrey A. Boiler Tube Company of America Boise Cascade Office Products Boissoneault, Polly M. Boles, Brian D. Bollman, Mark A. Bolttech Mannings Incorporated Bordley, Paul W. Borland, Robert J. Bostwick-Braun Company Bosworth II, James D. Bowser-Morner Incorporated BP Energy Company Brand Brand Energy Svcs LLC a Div of Brand Brand Scaffold Services LLC Braun Industrial Supply Company Bray Jr, Curtis Britsch Incorporated Brna, Marian E. Brogan, Michael H. Brohl & Appell Incorporated Brown, Terry J. Browning, Kevin L. Bruce & Merrilees Electric Co Inc. Bruce Wish Management LP Bruss, Gerald A. Builders Hardware & Specialty Co In Burd, Linda Burger, Anthony R. Burlington Northern & Santa Fe Burndy LLC Burnham 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 Bartec US Corporation Bartlett Nuclear Incorporated Basic PSA Incorporated Basic Wire & Cable Battelle Pacific Northwest Lab Beacon Gasket & Seals Company Beacon Health Options Incorporated Beahon, Jr., James M. Beal, Richard G. Bear Communications Incorporated Bearing Distributors Incorporated Bearing Service Company Bechtel Bechtel Power Corporation Becker Pumps Corporation Beckwith Machinery Company Bedeschi America Incorporated Beiling Belcher, Samuel L. Belt Maintenance Midwest Bench Bender Communications Incorporated Benetech Incorporated Bently Nevada Incorporated Benyak, Darin M. Berresford, Craig Berresford, Curtis Best Line Leasing Incorporated 53 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 76 of 124 Cemtek Systems Incorporated Centimark Corporation Central Air Compressor Company Certrec Corporation Cerupp LLC CF Industries Sales LLC CGI International LLC Chalmers & Kubeck Incorporated Change Analytix Incorporated Chemetrics Incorporated Chemical Solvents Incorporated Chemsteel Construction Company Chicago Bridge & Iron Childrens Hospital Medical Ctr of A Cintar Incorporated Cintas Corporation Cintas Corporation Loc 013 Citibank, NA Citigroup Energy Inc. City Machine Technologies Inc. City of East Liverpool Civil & Environmental Consultants Civil Dynamics Incorporated Classic Conveyor Clayton Engineering Company Clean Air Fund Clean Combustion Clean Combustion and Energy Clean Harbors Environmental Clean Water Service Incorporated Clement Communications Incorporated Cleveland Brothers Equipment Cleveland Communications Inc. Cleveland Door Controls Inc. Cleveland Hermetic & Supply Inc. Cleveland Pump & Supply LLC Cleveland Pump Repair & Svcs LLC Cleveland Valve and Gauge Co Climax Portable Machine Tools Inc. CLVG Clyde Bergemann Power Group CMT Inc. Coal and Environmental Services Inc. Codan Development LLC Cogar Mine Products Coit Services Incorporated Burnham Industrial Contractors Burns & Mcdonnell Engineering Burns Industrial Equipment Butler Gas Products BWXT Nuclear Energy Incorporated C & D Technologies Incorporated C & K Industrial Services C & K Wholesale Incorporated C & L Sanitation Incorporated C & W Tank Cleaning Company Inc. Cablelan Nuclear Calfee Halter & Griswold LLP Calvert Wire & Cable Corporation Camco Cameron Technologies US Inc. Campbell Transportation Co Inc. Canberra Industries Incorporated Cannon Sline Canon Financial Services Inc. Canon Solutions America Inc. Capp USA Carboline Company Carbone of America Carbonic Enterprises Inc. Cardinal Safety Products Inc. Cardinal Tool Supply Incorporated Carlton Industries LP Carmeuse Lime Incorporated Carothers, Frederick J. Carrier Corporation Carroll Water & Sewer Dist. Cartwrightdownes Incorporated Casey, Michael J. Casselman Windpower LLC CB&I Laurens Incorporated CB&I Stone & Webster Inc. CBS Nuclear Services Incorporated CCH Incorporated CDI Infrastructure LLC CDW Computer Centers Incorporated CDW LLC CEC CED - Consolidated Electric Dist In Cellco Dec Cellco Partnership Cemtek Environmental Incorporated 54 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 77 of 124 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 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 55 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 78 of 124 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 Energy Products Incorporated Energy Solutions LLC Enertech Engine Systems Incorporated Engineering Solutions LLC Entergy Arkansas Incorporated Entergy Louisiana LLC Entergy Nuclear Operations Entergy Operations Inc. Entergy Services Incorporated Enviance Incorporated Environmental Comfort LLC Environmental Express Incorporated Environmental Inc. Environmental Inc. - Midwest Lab Environmental Resource Associates Environmental Resources Mgmt Inc. Environmental Systems Research Environments 4 Business LLC Enviroscience Incorporated EP Public Info Epic Incorporated Epicor Incorporated Equipco Sales & Rental Corporation Equipment & Controls Inc. Eric Leeds - Cnrb Member ERM Consulting & Engineering Inc. ESI Acquisition Inc. 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 56 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 79 of 124 Fisher It Incorporated Fisher Scientific Company Fl Smidth Incorporated Flexisupply Company Flomin Coal Incorporated Flow Control US Holding Corp/Emerso Flow Dynamics Incorporated Flowserve Corporation Flowserve Pump Corporation Flowserve US Flowserve US Incorporated FLR & Associates LLC Flsmidth USA Inc. Fluid Flow Products Incorporated Fluidraulics Incorporated Fluke Electronics Corporation Forberg Scientific Incorporated Forberg Scientific of Ohio Forney Corporation Foster Wheeler Energy Corporation Foster Wheeler Zack Incorporated Fox & Dole Technical Sales Fox, Jeffrey A. Framatome Incorporated Frames Pest Control Incorporated Franklin Imaging Frham Safety Products Incorporated Fuel Tech Incorporated Fuellgraf Chimney & Tower Inc. G4S Secure Integration LLC G4S Technology LLC GAI Consultants Incorporated GAI-Tronics Corporation Galls LLC GA-Ma & Associates Incorporated Garcia Surveyors Inc. Gardiner Service Company Gardiner Trane Gardner Denver Nash LLC Garrett & Associates Garver, Robert G. GCA Nuclear Facilities Services Inc. GCA Services Group of North GE GE Betz Incorporated GE Capital Commercial Incorporated Estherlee Fence Company Inc. E-Tank Ltd Ethosenergy Power Plant Svcs LLC Evans, Timothy P. Evolution Markets Incorporated Evoqua Water Technologies LLC Excel Services Corporation Executive Cleaners Limited Exelon Corporation Exelon Nuclear Generating Station 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. Ferrellgas Fiber Instrument Sales Incorporated Fibrex Corporation Fieldcrest Steel Corporation Filtech Incorporated Filtration Midwest Incorporated Finishmaster Incorporated Finley Fire Equipment Co Inc. Fire Fighters Sales & Services Fire Tech Incorporated First Communications LLC First Hospital Laboratories Inc. First Quality Solutions FIS Energy Systems Incorporated Fisher Controls Co. 57 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 80 of 124 Goss Supply Company Incorporated Gotter, Lawrence D. Grace Consulting Incorporated Grace Services Incorporated Grae-Con Grae-Con Construction Incorporated Grainger Grainger Parts Operations Grant Industrial Controls Inc. Graphic Controls Graphic Sciences Graybar Electric Company Inc. Great Lakes Petroleum Great Lakes Rail Service Inc. Green, Tod J. Greene Township Griffin Griffing, David L. Gross Electric Incorporated Grunau Company Incorporated Gruver, Daryl R. GSB Process Guidant Group Incorporated Gutherman Technical Services Guttman Energy Incorporated Guttman Oil Guttman Oil Company H & B Mat Rental Incorporated H E Lennon Incorporated H E Neumann Company H Poll Electric Co H&B Mat Rental, Inc. / 0055121696 H3D Incorporated Hach Company Hach Ultra Analytics Hall's Exclusive Courier Service Inc. Halnon, Gregory H. Halvorsen, John E. Hamilton Associates Incorporated Hamilton, David B. Hand Held Products Incorporated Hank Bloom Services Inc. Dba Harden, Paul A. Harold Beck & Sons Incorporated Harrington Industrial Plastics LLC Harsco Corporation GE Energy Parts Incorporated GE Energy Services GE International, Inc. GE Mobile Water Incorporated GE Reuter Stokes GE Supply GE-Hitachi Nuclear Energy Gem Industrial Incorporated Gem-Trim LLC General Building Prod Incorporated General Electric Company General Electric Energy Services General Electric Hitachi Nuclear General Electric Industrial Systems General Electric International, Inc. General Engineering Lab General Hydrogen Corporation General Pest Control Company General Physics Corporation General Supply & Services Inc. Genesys Telecommunications Labs Gentry Partnership Incorporated Geo Gradel Company Geo V Hamilton Incorporated Geocorp Industrial Controls Inc. Georgia Power Company Georgia Western Incorporated Geosyntec Consultants Inc. Geosyntec Consultants Inc. Giannantonio, Rick C. Gilbert Consulting Services Inc. Gilco Division Gilles, Paul R. Gilliam, Hope E. Gilson Engineering Sales Inc. GIW Industries Incorporated Gladieux Lumber & Supply Co Inc. Glass, Christopher GLO Mark Systems Inc. Global Access Control Systems Inc. Global Dosimetry Solutions Global Equipment Company Inc. Global Nuclear Fuel Global Standards LLC Golightley, Robert M. Gordon Lumber 58 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 81 of 124 Hydroaire Service Incorporated Hydrochem Industrial Services Hydrochem LLC Hyperspring LLC Hy-Tech Machine Incorporated Hytorc Wind LLC I & C Sales Corporation Iberdrola Renewables LLC ICAP Energy LLC ICD Holding Corporation Ice Data LP ICI Dulux Paint Centers ICL-IP America Incorporated Iddeal Concepts Incorporated Ideal Electrical Supply Corporation IDN Hardware Sales Incorporated Igus Incorporated Imaging & Sensing Technology Corp. Impact Environmental Services Inc. IND Physical Cap Independence Excavating Inc. Indu Solar Holdings LLC Industrial Analytics Corporation Industrial Commercial Elevator Industrial Fiberglass Specialties Industrial First Incorporated Industrial Products LLC Industrial Safety Products Inc. Industrial Sales and Service Industrial Scientific Corporation Industrial Supply Company Industrial Technical Sales & Industrial Utility Sales Industrial Valves & Fitting Inc. Industry Terminal & Salvage Co Infrashield Inc. Ingersoll Rand Company Ingram Barge Company Innovative Industrial Solutions Innovative Organizational Systems Innovative Technologies International / 0055125094 Institute of Nuclear Power Ops Integrated Power Services LLC Integrated Power Sources Inc. Integrated Security Corporation Hartford Steam Boiler Inspectn and Insur Co Hartigan, Daniel J. Havalo, Daniel C. Hayden and Company Hayward Tyler Holding Incorporated Hayward Tyler Incorporated HD Supply Waterworks Ltd Headwaters Resources Incorporated Healey Fire Protection Incorporated Heath, Jacob D. Heatons Tire Shop Incorporated Herc Rentals Incorporated Heritage Clean Heritage Crystal Clean LLC Hero Family Partnership LLC Hersh Packing and Rubber Co Hertz Equipment Rental Corp Hetrick, Thomas F. Hewlett Packard Enterprise Company High Trail Wind Farm LLC Highland Tank & Manufacturing Co Hilti Incorporated Hiltz, Bernard C. Hite, Justin H. HLT Incorporated Hoffman-Kane Distributors Inc. Hogue, Tangela K. Holian, James Oliver Holmes, Michael R. Holtec International Holz, Charles Honeywell International Inc. Hovland, Robert C Howard T. Moriarty Company Inc. Howden Fan Company Howden North America Incorporated Hower, David J. Hoya Optical Lab Hoya Optical Labs of America Inc. HP Inc. Hudson Incentives International Huey, Douglas B. Hughes Supply Incorporated Hughes-Primeau Controls Inc. Huston Industrial Sales Company Inc. Huston, Gayle M. 59 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 82 of 124 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 Kiesler Police Supply Incorporated Kinemetrics Incorporated Kinnear, Kyle J. Kleinschmidt Associates Kmiecik, Thomas J Knickerbocker Russell Company Inc. Ko, Jonathan J. Kohrman Jackson & Krantz Komline-Sanderson Corporation Konecranes Incorporated Konecranes Nuclear Equipment Konica Minolta Business Solutions Kooltronic Incorporated Kraft Fluid Systems Incorporated Krayn Wind LLC Tas# 550308 Kremer, Brian D. Kruman Equipment Company KTA Tator Incorporated Kuhlman Concrete Corp / 55124665 Kuhlman Construction Prod Kuhlman Corporation Kuniak DO, Michael P. Kuntz, Marc D. Kurt's BP Incorporated Laboratory Services a Division of Laird, Charles G. Lake Business Products Lake County Telecommunications Lakehead Incorporated Landefeld Phd PC, Ralph E. Lands' End Corporate Sales Lanier Consulting LLC Laracorp Inc. Lashley, Phil H. Integrity Print Solutions Inc. Intek Incorporated Intellectual Property Enterprises L Intercontinental Exchange Inc. Interlab International Conveyor & Rubber LLC International Quality Consultants International Sulphur Incorporated International Systems of America Ll Interquest Northwest Incorporated Intertek USA Incorporated Intrasystems Consulting.Com LLC IPS Electromec Iron Mountain ISN Software Corporation ITT Industries ITW Devcon Futura Coatings J & J Enterprises Incorporated J & L Professional Sales Inc. J A Hansen Company J A N 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. 60 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 83 of 124 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 Masterflo Pump Incorporated Master-Lee Engineered Products Inc. Maumee Plumbing & Heating Maxcom Incorporated Maxim Crane Works LP Mayer Pollock Steel Corporation Mazzella Wire Rope & Sling Company Mccabe Corporation Mccarl's Incorporated Mcclymonds Supply & Transit Mccrary, Thomas J. Mccreary, Dave M. Mccutcheon Enterprises Incorporated Mcguire, Jeffrey G. Mcguire, Lori L. Mckeel Garage Mcmaster Carr Supply Company Meadville Meadville Land Service Incorporated Mechanical & Ceramic Solutions Inc. Mechanical Dynamics & Analysis Ltd Mechanical Systems Incorporated Mechtell Incorporated Medtox Laboratories Incorporated Meier Transmission Ltd Mellody, James G. Memorial Hospital Mercer, Stephen M. Mestek Incorporated Met One Instruments Incorporated Metals Incorporated Metals USA Plates & Shapes Ne LP Metaltech Steel Company LLC Metlife Metso Automation Inc. USA Metso Minerals Industries Inc. Mettler-Toledo International Inc. Meyersdale Windpower LLC MFC LLC Ptr Launder (Eberline Services, Thermo Nutech) Law Enforcement Targets Inc. LBP Leasing Incorporated LCDU LDC Funding LLC Dba Lee Supply Company Incorporated LEM Products Incorporated Lennon Fluid Systems LLC Lentz, Thomas A. Lenzner Coach Lines Level One LLC Lewis-Goetz and Company Inc. Lieb, Daniel J. Lifting Gear Hire Corporation Lights Camera Action LLC Linde Gas LLC Linde Gas USA LLC Liquidmetal Coatings Solutions LLC Lisega Incorporated 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. 61 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 84 of 124 Mr John of Pittsburgh MSA MSC MSC Industrial Supply Co Inc. Mueller Jr, Anthony E. Muller, Sherry L. Munksgard's Auto Repair Murray American River Towing Inc. Murray Sheet Metal Company Inc. MWH/Stantec Myers & Co Incorporated Mykin Incorporated Nadine Corporation NAES Corporation NAES Power Contractors Nagle Pumps Incorporated Nalco Nalco Chemical Company Nalco Company LLC Namco Controls Napa Auto Parts National Colloid Company National Gypsum National Heat Exchange Cleaning National Lubricating Products Co National Technical Systems Naylor, Thomas J. NCS Corporation Neff, James L. Nelson, Keith J. Netco Incorporated New Pig Corporation Newark Corporation Newark Electronics Newgreen Legacy Services, Inc. Nextera Energy Capital Holdings Inc. NF Mansuetto & Sons Incorporated NGC Nightwine Valves & Actuation Nine Mile Point Nuclear Station Noble, Douglas L. Non Profit Emergency Service of Norgaard, Philip C. North American Contract North American Energy / 0055123910 North Coast Container Corporation Michael D. Johnson Bond Moving & Michael, Gregory L. Micro Motion Incorporated Micronics Filtration LLC Midcontinent Independent System Operator Incorporated Midland Water Supply Midwest Industrial Supply Inc. Mike Pusateri Excavating Inc. Miles Data Technologies LLC Millcraft Paper Company Miller & Company Portable Toilet Sv Miller and Company Miller Pipetech Miller Wire & Cable Miller-Stephenson Chemical Co Inc. Millipore Corporation Milton Roy Company Mingus, Cris S. Miranda, Jeffrey Mirion Technologies Mirion Technologies (GDS) Inc. Mirion Technologies (Imaging) LLC Mississippi Lime Company Mitsubishi Hitachi Power Systems Mobile Medical Corporation Mobile Mini Incorporated Modern Auto & Truck Parts LLC Mohamed, Mohamed F. Molecular Repair Systems Inc. Moore Industries Incorporated Moore Medical Corporation Moore, Terry D. Morgan Schaffer Incorporated Morgan Services Incorporated Morgan Stanley Capital Group Inc. Morrison, Dale R. Morton Salt Incorporated Mosaic Crop Nutrition LLC Motion Industries Incorporated Mould's Landscaping Mountaineer Park Incorporated Mouser Electronics MPR Associates Incorporated MPW Industrial Services Group Inc. MPW Industrial Water Services Inc. 62 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 85 of 124 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 Pick Heaters Incorporated Pinguino Shop.Com Pipelines Incorporated Pittsburgh Fluid Systems LLC Pittsburgh Trane Parts Center Pittsburgh Valve & Fitting Company PJM Settlement Inc. North Coast Instruments 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. 63 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 86 of 124 PWR Rp/Alara Association Pyco LLC Pytash Tractor Sales Incorporated QSE Consulting LLC Qualitrol Company LLC Quality Code Consulting & Qualtech NP Quest Diagnostics Incorporated R & J Trucking R C E Heat Exchangers LLC R E Dupill & Associates Ltd R E Warner & Associates Inc. R E Yates Electric Incorporated R J Lang Sales Incorporated R L Deppmann Company R S Hughes Company Incorporated R W Sidley Incorporated Radcal Corporation Rader, Lorraine M. Radiological Solutions Incorporated Rail Scale Incorporated Railinc Corporation Rain for Rent Detroit Rakes Flooring Incorporated Rawdon Myers Incorporated Rawhide Firehose LLC Ray, Jonathon T. Raymond, Thomas J. REA Plastik Tech Gmbh Reco Equipment Incorporated Red Wing Brands of America Inc. Redlon & Johnson Reed Oil Company Reese Tool & Supply Reeves, Douglas C. Refrigeration Sales Corporation Renaissance Capital Alliance LLC Renewal Parts Maintenance Inc. Reno Bros. Retaqs Incorporated Reuter Stokes Inc./GE Energy Reuter-Stokes LLC Rexel Incorporated Rice Electric Company Richards, William A. Richeson, Eric E. PKMJ Inc. PKMJ Technical Services Inc. 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 PSC Industrial Holdings Corporation Pump Pros Incorporated Pump Repair Specialist Incorporated Purolite Company PVS Chemical Solutions Incorporated PVS Minibulk Inc. 64 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 87 of 124 Samuel J. Collins (Consulting) Sandy Brae Laboratories Inc. Sargent & Lundy LLC SAS Institute Incorporated Satcom Distribution Incorporated Satellite Shelters Incorporated Sawtschenko, Steve Schindler Elevator Corporation Schmidt Industries Schneider Electric Systems USA Inc. Schudel, Jeremy M. Schutte & Koerting Acquisition Co. Schutte Md, Norbert P. Schweitzer Engineering Lab Inc. Scientech a Division of Curtiss Scientech Business Unit of Curtiss Scott Machine Development Corp Scott Specialty Gases SCR Tech Screening Systems International Inc. Sealing Specialists & Service Co Seaway Scaffold & Equipment Co Securitas Critical Infrast Svcs Inc. Securitas Security Services USA, Inc. Sensidyne LP Sentry Equipment Corporation Sepco PA Incorporated Serveron Corporation Service Station Equpt Co Inc. Servo Kinetics Incorporated Seton Identification Products SGS Herguth Laboratories Shadowtech Labs Shamrock Cleaners / 0055123718 Shamrock Gear Restoration LLC Shamrock Hose & Fittings Inc. Shannon Optical Company Inc. Shay, Nikolas Sherwin Williams Shi International Corporation Shippingport Boro Sholtis, Philip G. Sid Tool Company Incorporated Siemens Demag Delaval Siemens Energy Siemens Energy & Automation Richmond Engineering Works LLC Richmond Mill Incorporated Richwood Ridge Machine & Welding Company Ritter Technology LLC Ritzman, Robin A. RJ Stacey Ltd RM Benney Technical Sales Inc. Roban Incorporated Robert Blevins Robert Half International Inc. Robert James Sales Incorporated Roberts, Raymond J. Robinson Fans Robinson Fans Service Inc. Robinson Industries, Inc. Robinson, Robert Rockbestos Rocker, Erica M. Rohm and Haas Company Rolls-Royce Rolls-Royce Nuclear Field Svcs Inc. Romar Equipment Incorporated Roney, Paul J. Rose Reinbrecht, Tracey Rosemount Analytical Incorporated Rosemount Incorporated Rosemount Nuclear Instruments Inc. Rotating Equipment Repair Rotating Equipment Services Roth Bros Incorporated ROV Technologies Incorporated RPS Composites Incorporated R-S Matco Incorporated RTF Consulting Incorporated Rudolph Libbe Incorporated Russell Reed Contracting Inc. S & P Alliance Inc. / 0055116520 S & S Machine & Fab LLC S Group Incorporated S&P Global/fka Mcgraw Hill Financial Safariland LLC / 0055122424 Safe Fire Detection Inc. Safety-Kleen Systems Incorporated Sager, Cary R. Saltz, Douglas C. 65 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 88 of 124 Stevenson & Associates Stiles Marine & Maintenance Inc. Stock Equipment Company Inc. Stoneco Incorporated STP Nuclear Operating Company Strayco Incorporated Stress Center Structural Integrity Associates Inc. Structural Preservation Structural Preservation Systems LLC Studer Industrial Tool Incorporated Studsvik Scandpower Incorporated Sub-Aquatics Incorporated Suez Treatment Solutions Incorporated Suez Water Technologies & Solutions Sulzer Pump Company Sulzer Pumps (US) Incorporated Summers Acquisition Corporation Summers Rubber Company Summit Advantage LLC Sunbelt Rentals Incorporated Sunray Electric Supply Company Sup R Die Incorporated Superior Uniform Sales Incorporated Supreme Lawn Care LLC Systems & Software Incorporated Syzygy Group Incorporated Szymanski, Erik J. T & L Ferguson Incorporated Tampa Armature Works Incorporated Tangent Energy Solutions Inc. Target Rock Corporation Taylor, Eric N. Team Incorporated Team Industrial Services Inc. Techniquip Incorporated Technology for Energy Corporation Tekran Instruments Corporation Teledyne Lecroy Incorporated Telelanguage Inc. Telvent USA Holdings LLC Tennant Sales and Service Company Tensile Testing Terrascience Systems Ltd Tess-Com Incorporated Testamerica Laboratories Inc. Siemens Energy Incorporated Siemens Government Technologies Inc. Siemens Industry Incorporated Sigma Incorporated Sigma-Aldrich Incorporated Simco Controls Simmers Crane Design & Services SimplexGrinnell LP Simpson Reinforcing Incorporated Sines Incorporated SKM Systems Analysis 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. Steelcon LLC Stein Incorporated Sterling Infosystems Incorporated 66 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 89 of 124 Traichal Construction Company Inc. Trane US Incorporated Trans Union Corporation Trans Union LLC Transcat Incorporated Transcat Metermaster Transco Products Incorporated Transcon Industrial Service Inc. Travelstea Trentec Incorporated Tri County Tire Incorporated Tri Nuclear Corporation Tri State Hose & Supply Tricor Industrial Incorporated Triple Tech Incorporated Tri-State Hydraulics Incorporated Tri-State Industrial Solutions Inc. Tri-State Supply Company Inc. Tri-State Technical Sales Corp Tri-State Waters True North Consulting LLC Trumbull Industries Incorporated Trust Manufacturing LLC TSI Incorporated Tuckody Enterprises LLC Tuff Greens LLC Tullett Prebon Americas Corp Turbine Marine Incorporated Turbine Services Incorporated Tyco Electronics Corporation Tyco Valves & Controls LP TY-Flot Incorporated U S Safety Depot Uline Incorporated Underwater Construction Corporation Unex Corporation Unifirst Corporation Unistructural Support Systems Ltd Unitech Services Group Incorporated United Air Specialists Incorporated United Conveyor Corporation United Conveyor Supply Company United Rentals United Rentals Incorporated United Rentals North America Inc. United Roofing & Sheet Metal Testex Incorporated TFS Energy Futures LLC The 84 Group Incorporated The A G Mauro Company The Andersons Incorporated The Atlantic Group The Atlantic Group Incorporated The Babcock & Wilcox Company The Beaver Excavating Company The Charles E. Phipps Company The DS Brown Company The Gordon Lumber Company The H. Leff Electric Company The Hartford Steam Boiler The Mcaulay Smith Firm Ltd The National Board The Newdell Company The Paquin Company The Receivable Management Svc Corp The UX Consulting Company LLC The Voto Manufacturers Sales Co The Wilson Bohannan Company Thermo Eberline LLC Thermo Electron Thermo Electron Corporation Thermo Electron North America LLC Thermo Environmental Instruments Thermo Fisher Scientific Thermo Orion Incorporated Thompson, Robert E. Tiffin Loader Crane / 0055125205 Tiger Direct Incorporated Timco Marine Tioga Pipe Supply Company Inc. Tobey-Karg Service Agency Inc. Toledo Building Services Toledo Elevator & Machine Company Toledo Optical Lab Incorporated Toledo Trane Service Inc. Tomlin Toledo Company Tool Sales & Service Co Top-Notch Janitorial Services Total Energy Systems Technology Total Equipment Company Townley Manufacturing Company TPC Wire & Cable Corporation 67 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 90 of 124 Weingarten, Andy dba Weingarten Weather Consulting Weir International Inc. Weir Slurry Group Inc. dba Weir Weir Valves And Controls USA Inc. Weiss Acquisition LLC Weldstar Company Welltower Incorporated Wender IV, Samuel A. Wesco Distribution Incorporated West View Cunningham Company Inc. Westech Westech Engineering Incorporated Western Oilfields Supply Company Westinghouse Electric Company Westinghouse Electric Company LLC Westinghouse Electric Corp Westinghouse Electric Supply Westwind Group, Inc. Wetmore Specialized Plumbing Svcs I Whitehouse Artisian Springs Wilcosky, Raymond J. Wiles, Richard M. Wiley, Jason A. William Powell Valve Company Williams Scotsman Incorporated Wingate Alloys Incorporated Winston & Strawn Witmer Associates Incorporated Witmer Public Safety Group Inc. WMG Incorporated Wolcott Water Systems Incorporated Woodville Road Surplus Incorporated Workplace Consultants LLC Worksite Medical Wright Industrial Supply Inc. Wright Water & Waste LLC Wyle Laboratories Incorporated Xylem Dewatering Solutions Inc. Yokogawa Corp. of America Young, Brian D. Young's Floor Covering & Youngstown Barrel & Drum Company Youngstown Hearing & Speech Ctr Youngstown Pipe & Steel LLC Zalesny, Sean A. United States Plastic Corporation Univar USA Incorporated Universal Analyzers Incorporated URS Corporation Utilities Service Alliance Inc. V O George Company Valley Industrial Valley Industrial Trucks Inc. Valley Steel Service Incorporated Valvtechnologies Incorporated Velan Valve Corporation Ventfabrics Incorporated Verso Quinnesec LLC V-F Controls VHG Labs Incorporated Viking Supply Net Virginia Electric & Power Company Vivid Learning Systems Incorporated Vnetek Communications LLC VWR Funding Incorporated VWR Scientific VXI Global Solutions Incorporated W A Hammond Drierite Company W R Meyers Co Incorporated Wageworks Incorporated Walgreen Company Walleman, Brian F. Walsh Valve & Specialty Company Walter Gogel Company Inc. Waltron LLC Warehouse Rack & Shelf LLC Warren Door Waste Management National Services Waste Management of Ohio / 0055123805 Waste Management Strategic Waterways Association of Pittsburgh Weaver, Leonard W. Weavertown Weavertown Environmental Group Weavertown Transport Leasing Inc. Weber Electric Supply Incorporated Webert, Adam A. Wectec Global Project Services Inc. Weed Instr Co Inc. dba Ultra Electro Weichert Workforce Mobility Inc. 68 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 91 of 124 Zempleo Incorporated 5% Equity Holders FirstEnergy Corp. FirstEnergy Solutions Corp. FirstEnergy Generation, LLC Known 5% Equity Holders and Certain Other Equity Holders of First Energy Corp. BlackRock, Inc. BRC Special Situations III LLC (Bluescape Group Investor) Cheyne Walk Investment Pte. Ltd. Cove Key Management, Lp, Asset Management Elliott Associates, L.P. Elliott International Capital Advisors Inc. Elliott Management Corporation GIC Pte. Ltd. Green Century Capital Management, Inc. LS Power Equity Partners Permian Investments S.à.r.l. State Street Global Advisors, Inc. T. Rowe Price Associates, Inc. The Vanguard Group, Inc. Zimmer Partners, LP Other Professionals 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 Mansour Gavin LPA Marnen Mioduszewski Bordonaro Wagner & Sinnott, LLC Martin & Obermaier LLC Mcdermott Will & Emery LLP Mololamken LLP Morgan Lewis & Bockius LLP Navigant Consulting Incorporated Penny Legal Group LLC Penny Legal LLC Persun & Hamlin PC Philip Elwell Troy, Esq. Porter Wright Morris & Arthur LLP Post & Schell PC Powergem LLC Quanta Technology LLC R L Banks & Associates Inc Rawle & Henderson LLP Roetzel & Andress, LPA Alston & Bird LLP American Arbitration Association Babst, Calland, Clements and Zomnir, P.C. Benesch, Friedlander, Coplan & Aronoff LLP Black, McCuskey, Souers & Arbaugh, LPA Brown Williams Moorhead & Quinn Inc. Calfee Halter & Griswold LLP Carpenter Mccadden & Lane LLP Civil & Environmental Consultants CRA International Incorporated CT Corporation D4 LLC Davis Wright Tremaine LLP Deloitte & Touche LLP Dewey Square Group Economists Incorporated Gibson Dunn & Crutcher LLP Giffen & Kaminsky LLC Greenberg Traurig LLP Harrington Hoppe & Mitchell Ltd HBR Consulting LLC Hepler Broom LLC Hunton & Williams LLP J E Ciechanowich Incorporated 69 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 92 of 124 The Brattle Group The Levicoff Law Firm Tucker Arensbert PC Tucker Ellis LLP Van Ness Feldman LLP Whiteley BPS Planning Ventures LLC Wilkinson Barker Knauer LLP Ross Brittain & Schonberg Co LPA Scanlon Howley & Doherty PC Scanlon, Howley & Doherty, P.C. Skadden Arps Slate Meagher & Flom LLP and Affiliates Spillman, Thomas & Battle Steptoe & Johnson PLLC Sustainability Funding Alliance Significant Competitors AEP Energy Ares Energy Investors Fund V, L.P. Aspen Energy Calpine Corporation Carlyle Investment Management L.L.C. CenterPoint Energy, Inc. Constellation NewEnergy Crius Energy LLC Direct Energy Dynegy Inc. EDF Energy Services, LLC Energy Capital Partners III LLC ENGIE Exelon Generating Company, LLC Green Mountain Energy Hudson Energy Services, LLC Hudson Energy Services, LLC IGS Energy Integrys Interstate Gas Supply, Inc. Just Energy Kindle Energy LLC LS Power Equity Advisors, LLC MIP IV Holdings L.P. NextEra Energy Resources Acquisitions LLC NRG Energy, Inc. Platinum Equity Advisors, LLC PSEG Services Corporation Riverstone Investment Group LLC Spark Energy, Inc. Starwood Energy Group Global, Inc. Tenaska Power Services Co. Tenaska, Inc. Vistra Energy Corp. WGL Energy Services, Inc. Top 50 Unsecured Creditors Areva Incorporated Babcock & Brown Wind Portfolio LLC BNSF Railway Company BP Energy Company Brand Energy Svcs LLC a Div of Brand Commerzbank AG CSX Transportation, Inc. Day & Zimmermann NPS Enerfab Power & Industrial Inc. Energysolutions LLC General Electric International, Inc. Grabnar, John J. High Trail Wind Farm LLC Manoleras, Mark A. Midcontinent Independent System NAES Corporation Norfolk Southern Corporation PKMJ Technical Services Inc. Rinckel, Jeannie M. The Atlantic Group The Bank of New York Mellon Trust Company, N.A. U S Nuclear Regulatory Commission Westech Engineering Incorporated Westinghouse Electric Corp. Wilmington Savings Fund Society, FSB 70 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 93 of 124 Utilities American Electric Power Company American Waste Management AT&T Borough of Shippingport Carroll Water & Sewer Dist City of Ashtabula City of Chester City of Lorain Utilities Dept. City of Oregon City of Painesville Utilities Comcast Division of Water City of Cleveland Dominion East Ohio Gas Company Duquesne Light Company First Communications LLC Frontier North Incorporated Hancock County PSD Hess Corporation Joseph Brunner Incorporated Lake County Dept. of Utilities LDC Funding LLC Manhattan Telecommunications Corp. Met Ed (Electric) Metropolitan Edison Company Midland Water Authority Monongahela Power Company Northeast Ohio Natural Gas Northeast Ohio Regional Ohio Edison Company Pennsylvania Power Company Republic Waste Services Inc. The Cleveland Electric Illuminating Company The Ohio Bell Telephone Company The Toledo Edison Company Time Warner Cable Enterprises LLC Verizon Village of Stratton Waste Management Strategic Accounts, Inc. Windstream Corporation 71 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 94 of 124 Schedule 2 Schedule of Searched Parties and/or Certain Related Parties that Akin Gump Currently Represents, or Has in the Past Represented, in Matters Unrelated to these Chapter 11 Cases Debtors Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: FirstEnergy Solutions Corp. FE Aircraft Leasing Corp. FirstEnergy Generation Mansfield Unit 1 Corp. FirstEnergy Generation, LLC FirstEnergy Nuclear Generation, LLC FirstEnergy Nuclear Operating Company Norton Energy Storage L.L.C. Debtors’ Affiliates Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Allegheny Energy Supply Company, LLC Allegheny Generating Company American Transmission Systems, Incorporated FirstEnergy Corp. FirstEnergy Services Corporation GPU, Inc. Jersey Central Power & Light Company Metropolitan Edison Company Mid-Atlantic Interstate Transmission, LLC Monongahela Power Company MP Environmental Funding LLC Ohio Edison Company PE Environmental Funding LLC Pennsylvania Electric Company Pennsylvania Power Company The Cleveland Electric Illuminating Company The Potomac Edison Company Potomac Edison Company Allegheny The Toledo Edison Capital Corporation The Toledo Edison Company Trans-Allegheny Interstate Line Company West Penn Power Company D&O Debtors Akin Gump has not represented and currently does not represent any of these parties. 1 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 95 of 124 D&O Debtors’ Affiliates Akin Gump has not represented and currently does not represent any of these parties. Bankruptcy Judges Akin Gump has not represented and currently does not represent any of these parties. U.S. Trustee Office and U.S. Attorney Akin Gump has not represented and currently does not represent any of these parties. Non Affiliate EDCs Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: AEP-OHIO American Electric Power (Ohio Power and Columbus Southern) Atlantic City Electric (Conectiv) (PHI Exelon) Baltimore Gas & Electric Company ComEd (Exelon) Commonwealth Edison Company Dayton Power and Light Co. Delmarva Power & Light Company PECO Energy Company PEPCO (PHI - Exelon) Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Detroit Edison Company Debtor Bankruptcy Professionals Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: KPMG LLP Lazard Frères & Co. LLC Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Quinn Emanuel Urquhart & Sullivan, LLP 2 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 96 of 124 Other Bankruptcy Professionals Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Crestview Capital Advisors Corp. Guggenheim Securities, LLC Kilpatrick Townsend & Stockton LLP KPMG LLP Moelis & Company Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Baker & Hostetler LLP Latham & Watkins LLP PriceWaterhouseCoopers LLP Reed Smith LLP Bank/Lender/UCC Lien Parties Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Mizuho Bank Ltd Morgan Stanley Morgan Stanley Senior Funding Northeast Ohio Public Energy Council PNC Bank PNC Capital Markets Royal Bank of Canada TD Bank, NA 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 Wells Fargo Wells Fargo Vendor Financial Services, LLC Bank of America Bank of New York Mellon Barclays Bank PLC BNP Paribas BNP Paribas Securities Corp. CIBC Citibank, NA Citicorp Railmark, Inc. CoBank ACB Deutsche Bank AG New York Branch GE Capital Commercial Inc. Goldman Sachs Goldman Sachs Bank USA JP Morgan Chase JP Morgan Chase Bank, NA JP Morgan Securities Merrill Lynch Pierce Fenner & Smith Mizuho 3 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 97 of 124 Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Banco Bilbao Vizcaya Argentaria SA/New York Bank of Nova Scotia BBVA Credit Agricole Credit Agricole Corp. and Investment Bank/NY Credit Suisse Fifth Third Bank First National Bank First National Bank of Pennsylvania Huntington National Bank Industrial & Commercial Bank of China Key Equipment Finance Inc. KeyBank National Cooperative Services Corp. RBS Securities Royal Bank of Scotland Sumitomo Mitsui Sumitomo Mitsui Banking Corp/New York Bondholders/Indenture Trustees Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: JPMorgan Chase Bank, National Association Manufacturers and Traders Trust Company Merrill Lynch Merrill Lynch Pierce Fenner & Smith/Fixed Income Merrill Lynch, Pierce, Fenner & Smith Incorporated MFS Investment Management Morgan Stanley & Co. LLC/II Morgan Stanley Smith Barney LLC MUFG Union Bank, N.A. National Financial Services LLC Nuveen Asset Management P. Schoenfeld Asset Management RBC Capital Markets, LLC SSB - Blackrock Institutional Trust Strategic Value Master Fund Ltd Strategic Value Opportunities Fund LP Strategic Value Special Situations Master Fund III LP TD Ameritrade Clearing, Inc. The Bank of New York Mellon Trust Company, N.A. AllianceBernstein L.P. Allstate Insurance Company Apex Clearing Corporation Avenue Capital Group Avenue Capital Management II, L.P. Bank of America, NA BlackRock, Inc. Barclays Barclays Capital Inc. BNP Paribas, New York Branch Brown Brothers Harriman & Co. Citadel Advisors LLC Citibank, N.A. Citigroup Global Markets Inc. Comerica Bank Cove Key Management Fidelity Investments Money Management Inc. Fidelity Management and Research Company Goldman Sachs & Co. LLC J.P. Morgan Securities LLC J.P. Morgan Securities LLC/JPMC 4 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 98 of 124 UMB Bank, National Association Wedbush Securities Inc. Wells Capital Management, Inc. Wells Fargo Bank, National Association Wells Fargo Clearing Services, LLC Wells Fargo Securities LLC The Bank of New York Mellon/Mellon Trust of New England, NA The Bank of New York Mellon/WFC Holdings Corporation U.S. Bancorp Investments, Inc. U.S. Bank, N.A. UBS Financial Services Inc. UBS Securities LLC Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Loomis, Sayles & Company, L.P. Lord Abbett & Co. LLC National Bank Financial Inc. Northwestern Mutual Life Insurance Company Oppenheimer & Co. Inc. Raymond James & Associates, Inc. Scotia Capital Inc. SEI Private Trust Company Serengeti Asset Management SSB&T Co State Street Bank and Trust Company USAA Asset Management Vanguard Group Inc. Wilmington Savings Fund Society, FSB BMO Harris Bank, NA/Trust Capital Research and Management Company Credit Suisse Securities (USA) LLC E*Trade Securities LLC Edward D. Jones & Co. Fiduciary SSB (State Street Bank and Trust Company) Fifth Third Bank Hilltop Securities Inc. Ingalls and Snyder, LLC Intl Fcstone Financial Inc. Janney Montgomery Scott LLC Jefferies LLC Keybank, NA Legal & General Investment Management America Contract Counterparties Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: 3M Company ACE Group Holdings Inc. American International Group, Inc. Banc of America Leasing & Capital , LLC Banc of America Securities LLC Blackstone Management Partners LLC BNSF Railway Company BP-Husky Refining LLC Careerbuilder, LLC Cargill Incorporated Ceradyne Incorporated CF Industries Sales LLC Chubb & Son Citigroup Energy Inc. Community Insurance Company dba Anthem Blue Cross and Blue Shield DB Energy Trading LLC (Dbet-Macquarie) Everpower Wind Holdings Inc. 5 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 99 of 124 MRC Global (US) Incorporated National Instruments Corporation NEC Corporation of America New York Mellon Trust Company, N.A. Nextera Energy Power Marketing, Inc. Nextera Energy Seabrook LLC NRG Energy Inc. Ohio Valley Electric Corporation1 Otis Elevator Company Shell Energy North America (US) L.P. Siemens Demag Delaval Siemens Energy Incorporated Snap-On Inc. IDSC Holdings LLC SOS International LLC Suntrust Bank Suntrust Robinson Humphrey, Inc. Thermal Engineering International Thermo Electric Pa Incorporated Thermo Fisher Scientific Dba Eberline LLC Thermo Fisher Scientific Dba Thermo Eberline LLC Thermo Gamma-Metrics Thermo Labsystems Incorporated Thermo Process Instruments Lp Thermo Vac Incorporated Trinity Industries Leasing Company U.S. Bank Municipal Securities Group U.S. Bank National Association UBS AG Vitol Inc. Waste Management Strategic Wedbush Morgan Securities Inc. Wells Fargo Rail Corporation Yokogawa Corp. of America Zayo Group Holdings Incorporated Fidelity Workplace Services LLC First Solar, Inc. Fisher Safety Flir Commercial Systems Inc. Florida Power & Light Company GE Analytical Instruments Inc. GE Capital Fleet Services GE Energy GE Energy Control Solutions Inc. GE Energy Parts Incorporated GE Grid Solutions LLC GE Industrial Solutions GE Infrastructure Sensing Inc. GE Inspection Technologies LP GE Intelligent Platforms Inc. GE Mobile Water Incorporated GE Packaged Power, Inc. General Electric Energy Control General Electric Railcar Services Corporation GE-Prolec Transformers Incorporated GPU Service, Inc. Honeywell Sensotec IGS Industries Incorporated IPS J.P Morgan Trust Company, NA J.P. Morgan Securities LLC JP Morgan Ventures Energy Corporation Lufkin Industries LLC Macquarie Bank Limited Macquarie Group of Companies Macquarie Physical Commodities UK Limited Mellon Bank, N.A. Merrill Lynch & Co. Merrill Lynch Commodities, Inc. Mizuho Corporate Bank USA ___________________________________ 1 For purposes of clarity, Akin Gump has not in the past nor does it currently represent Ohio Valley Electric Corporation. Ohio Valley Electric Corporation appears in this Schedule 2 because Akin Gump has in the past and/or currently represents certain shareholders of Ohio Valley Electric Corporation on matters wholly unrelated to these chapter 11 cases, including American Electric Power, who are Searched Parties on Schedule 1. 6 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 100 of Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Everest National Insurance Company Fifth Third Securities Inc. Flowserve US Incorporated Flowserve US Raleigh Flowserve/IDP Flsmidth Incorporated Fluid Systems Incorporated Ford Credit Commercial Leasing Forney Corporation GAI-Tronics Corporation GDF Suez Energy Resources Na, Inc. General Atomics General Cable Industries Inc. Glaxosmithkline Consumer Healthcare L.P. Hitachi T&D Solutions Incorporated Intertek Caleb Brett Intertek Technical Services Inc. ITW J. Aron & Company J.W. Didado Electric Keybanc Capital Markets Keybank National Association Leslie Controls Incorporated Lexinsnexis Risk Solutions Fl Inc. Lexisnexis Liability Mutual Insurance Marsh Marsh Ltd Marsh USA Inc. MassMutual Asset Finance LLC Mcelroy Coal Company Metso Minerals Industries Inc. Motorola Solutions Incorporated NCH Corporation Neenah Foundry Company Nukem Inc. Oracle America, Inc. RBS Asset Finance Rep Sales Incorporated Reuland Electric Company Rexnord Industries LLC Rhino Energy, LLC Rolls-Royce Nuclear Field Svcs Inc. 84 Lumber Company ACS Human Resources Solutions Inc dba Buck Consultants LLC Adalet/Scott Fetzer Company Admiral Insurance Company Agilent Technologies Airgas Incorporated Alfa Laval Incorporated Aon Finance Services Group Aon Premium Finance, LLC Aon Risk Services, Inc of Florida Aon UK Limited Aramark Refreshment Services LLC Aramark Uniform Services AREVA NP Inc. Autodesk Incorporated BASF Building Systems LLC Bentley Systems Incorporated BNB Napoleon Solar, LLC Browning Ferris of Ohio dba Republic Services CH2M Hill Engineers Incorporated Chemical Lime Co Cintas Corporation CMS Energy Resource Management Company Collins & Associates Corp. Consol Energy Inc. Consol Pennsylvania Coal Company LLC Cummins Engine Co Incorporated Duke Energy Indiana, Inc. Duke Energy Kentucky, Inc. Duke Power Company Edison Electric Institute Electric Power Research Institute Elliott Company Enertech Dresser Inc. c/o Enertech Flow Entergy Nuclear Generation Entergy Nuclear Indian Point 3 LLC Entergy Nuclear Midwest Invest Col Environmental Systems Corporation Environmental Technology Corp. Epic Incorporated 7 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 101 of Timken Motor & Crane Services LLC The Shaw Group Incorporated Thomas & Betts Power Solutions LLC Timken Nct LLC dba Schulz Group Tnemec Company Incorporated Toshiba America Energy Systems Corp. Towers Watson Toyota Material Handling Ohio Inc. Travelers Casualty and Surety Company of America Traxys North America LLC United Concordia United Refrigeration Incorporated URS Corp. Veolia Environment NA Oper Inc. Veolia ES Technical Solutions LLC Verizon Wireless Westar Energy Inc. WW Grainger Incorporated Roto Rooter Sewer Cleaning Co Rotork Controls Incorporated Safety-Kleen Systems Incorporated Sage Software Inc. SAP Industries Incorporated Scottish Power Finance (US), Inc. Stock Equipment Company Inc. Southwest Research Institute Southwire Company Staples Incorporated Stewart & Stevenson LLC dba Stewart Suez Energy Marketing NA Inc. Sungard Availability Services LP Sungard Energy Systems, Inc. Team Industrial Services Tele Scan Incorporated Teledyne Instruments Incorporated Teledyne Optech Incorporated Tenaska Power Services Co. Tetra Tech Incorporated The Hartford (Pacific Insurance Company, Limited) Customers2 Taxing Authorities Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Michigan Department of Treasury State of New Jersey Department of the Treasury Regulatory Agencies Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Commonwealth of Pennsylvania ____________________________________________________ 2 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 the Statutory Creditors’ Committee, once appointed. 8 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 102 of Governmental Agencies/Municipalities Akin Gump has not represented and currently does not represent any of these parties. Insurance Carriers Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: ACE Bermuda Ins. Ltd./AON Bermuda Berkshire Hathaway Specialty Insurance Company Lloyds of London XL Insurance Bermuda LTD./AON Bermuda XL Specialty Insurance Company Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Illinois National Insurance Company Marsh LLC National Union Fire Insurance Company of Pittsburgh, PA Navigators Insurance Company QBE Insurance Corporation Starr Indemnity & Liability Company Zurich American Insurance Company Aegis Security Insurance Company/ AEGIS Insurance Services Inc. Allied World Assurance Company Ltd./AON Bermuda AON Risk Services Northeast, Inc. Arch Ins. Bermuda Ltd./AON Bermuda Arch Insurance Company Associated Electric & Gas Ins Services Ltd Federal Insurance Company Global Aerospace, Inc. Landlords Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Cleveland Electric Illuminating Company Norfolk Southern Corporation The Toledo Edison Company Litigation Parties Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: 9 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 103 of Norfolk Southern Corporation Peabody Energy Potomac Edison Company 3M Company American Arbitration Association BNSF Railway Company Monongahela Power Company Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: A.W. Chesterton Company BWXT Canada, Ltd. CSX Transportation Incorporated Haynes & Boone LLP Kirkland & Ellis LLP Latham & Watkins LLP National Union Fire Insurance Company Reed Smith LLP Trail-Trans Allegheny Interstate Line Company Sales Leaseback Parties Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Mansfield 2007 Trust F3 Metlife Insurance Company Met Life Capital, Limited Partnership PNBV Capital Trust PNC Commercial The PNC Commercial Services Group Security Pacific Leasing Corporation The Bank of New York Trust Company, N.A. Union Bank of California, N.A. US Bank Trust National Association BM1, LLC Bank of America Corp. Barclays PLC Citigroup Inc. DaimlerChrysler AG Edison International GE Capital JP Morgan Chase & Co Mansfield 2007 Trust A3 Mansfield 2007 Trust B3 Mansfield 2007 Trust C3 Mansfield 2007 Trust D3 Mansfield 2007 Trust E3 Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: ___________________________________ 3 Akin Gump has in the past and currently represents Metlife Insurance Company and Union Bank of California (both of which are Searched Parties on Schedule 1) in matters wholly unrelated to these chapter 11 cases. Affiliates of Metlife Insurance Company and Union Bank of California are owner participants of the Mansfield 2007 Trusts A-F (which are Searched Parties and are listed on Schedule 1 under “Sale Leaseback Parties”). 10 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 104 of Alexander Hamilton Life Insurance Beaver Valley Inc. Beaver Valley Two PI L.P. Beaver Valley Two Rho Beaver Valley Two Sigma L.P. Chrysler Chrysler Consortium Corporation Ford Motor Credit HSBC Holdings PLC The Marmon Group Wilmington Savings Fund Society, FSB Surety Bonds Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: ACE INA Group Liberty Mutual Insurance Company Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Commonwealth of Pennsylvania District of Columbia Travelers Casualty & Surety Co. of America Travelers Property Casualty Group Zurich American Insurance Company Third Party Sales Agents Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Acclaim Energy Advisors Ameresco, Inc. Amerex Brokers LLC Aspen Energy Corporation Energy Resources Group LLC Global Energy Market Services LLC Healthtrust Purchasing Group, L.P. Schneider Electric Usource, LLC Unions Akin Gump has not represented and currently does not represent any of these parties. 11 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 105 of Accounts Payable Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: General Electric Industrial Systems General Electric International Inc. Hewlett Packard Enterprise Company Honeywell International Inc. Macquarie Energy LLC Metlife Mitsubishi Hitachi Power Systems Morgan Stanley Capital Group Inc. Nextera Energy Capital Holdings Inc. Penn Power Polycom Reuter Stokes Inc./GE Energy Reuter-Stokes LLC S&P Global/fka Mcgraw Hill Financial Siemens Demag Delaval Siemens Energy Siemens Energy & Automation Siemens Energy Incorporated Siemens Government Technologies Inc. Siemens Industry Incorporated Sol Systems LLC Thermo Eberline LLC Thermo Electron Thermo Electron Corporation Thermo Electron North America LLC Thermo Environmental Instruments Thermo Fisher Scientific Thermo Orion Incorporated Toledo Edison Company United Rentals United Rentals Incorporated United Rentals North America Inc. Univar USA Incorporated Wageworks Incorporated Walgreen Company Waste Management National Services Airport Systems Honeywell Inc. Alliance Coal LLC American Electric Power Company American Electric Power Service Amerigas Propane LP AT&T Baker Hughes a GE Company LLC Bechtel Bechtel Power Corporation CF Industries Sales LLC Citibank, NA Citigroup Energy Inc. Comcast Cable Comcast of California/Pennsylvania Commerzbank AG Culligan International Culligan Water Conditioning Company Delmarva Power & Light Exelon Corporation Exelon Nuclear Generating Station Exelon Powerlabs LLC Ferrellgas Fisher Controls Co. Fisher Scientific Company GE GE Betz Incorporated GE Capital Commercial Incorporated GE Energy Parts Incorporated GE Energy Services GE-Hitachi Nuclear Energy GE International, Inc. GE Mobile Water Incorporated GE Reuter Stokes GE Supply General Electric Company General Electric Energy Services General Electric Hitachi Nuclear 12 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 106 of Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Flowserve Corporation Flowserve Pump Corporation Flowserve US Flowserve US Incorporated Fl Smidth Incorporated Flsmidth USA Inc. Forney Corporation Grainger Grainger Parts Operations Harold Beck & Sons Incorporated Harsco Corporation Hartford Steam Boiler Inspectn and Insur Co. Hertz Equipment Rental Corp Hydrochem Industrial Services Hydrochem LLC Iberdrola Renewables LLC ICI Dulux Paint Centers Ingersoll Rand Company Intertek USA Incorporated Lowe's Credit Services Marathon Petroleum Company LP Metso Minerals Industries Inc. Mississippi Lime Company MWH/Stantec Nalco Nalco Chemical Company Nalco Company LLC North American Energy / 0055123910 NSF International Strategic Nuclear Energy Institute OCE North America Incorporated Office Depot Incorporated Office Max Ohio Cat Pall Corporation Pall Filtration & Separations Pall Power Generation Div Pall Trincor Parker Hannifin Corporation Pepco Perkin Elmer LLC Incorporated Phoenix Partners LLC ADT Security Services Aga Gas Inc. Agilent Technologies Air Products & Chemicals Inc. Airgas Great Lakes Incorporated Airgas Incorporated Airgas Strategic Accounts Alstom Power Incorporated Aramark Uniform & Career Apparel Areva Incorporated Areva/Framatome Areva Nuclear Materials LLC Argus Group Holdings LLC Babcock & Brown Wind Portfolio LLC BP Energy Company Burlington Northern & Santa Fe BWXT Nuclear Energy Incorporated Camco Canberra Industries Incorporated Canon Financial Services Inc. Canon Solutions America Inc. Carrier Corporation Cellco Dec Cellco Partnership Cintas Corporation Cintas Corporation Loc 013 Columbia Steel Casting Company Inc. Consolidation Coal Company Container Products Corporation CSX Transportation Incorporated Cummins Cummins Bridgeway LLC Dresser Incorporated Dresser Industries Dresser Rand Dresser Rand Services Div Electric Power Research Inst Element Materials Technology Entergy Arkansas Incorporated Entergy Louisiana LLC Entergy Nuclear Operations Entergy Operations Inc. Entergy Services Incorporated 13 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 107 of Premier Safety & Service Inc. Professional Electric Products Co Progress Rail Services Corporation Renaissance Capital Alliance LLC Robert Half International Inc. Rohm and Haas Company Safety-Kleen Systems Incorporated Schindler Elevator Corporation Solvay Chemicals Incorporated Stantec Consulting Services Inc. Stock Equipment Company Inc. The Hartford Steam Boiler URS Corporation Westinghouse Electric Corp. Westinghouse Electric Supply 5% Equity Holders Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: FirstEnergy Corp. FirstEnergy Solutions Corp. FirstEnergy Generation, LLC Known 5% Equity Holders and Certain Other Equity Holders of First Energy Corp. Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: BlackRock, Inc. Cove Key Management, Lp, Asset Managment Elliott Associates, L.P. Elliott International Capital Advisors Inc. Elliott Management Corporation Zimmer Partners, LP Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: GIC Pte. Ltd. LS Power Equity Partners State Street Global Advisors, Inc. T. Rowe Price Associates, Inc. The Vanguard Group, Inc. Other Professionals Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: 14 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 108 of American Arbitration Association Deloitte & Touche LLP Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Alston & Bird LLP Greenberg Traurig LLP Hunton & Williams LLP Mcdermott Will & Emery LLP Morgan Lewis & Bockius LLP Porter Wright Morris & Arthur LLP Skadden Arps Slate Meagher & Flom LLP and Affiliates Significant Competitors Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: AEP Energy Ares Energy Investors Fund V, L.P. Calpine Corporation Carlyle Investment Management L.L.C. CenterPoint Energy, Inc. Constellation NewEnergy Crius Energy LLC Dynegy, Inc. Energy Capital Partners (ECP) Energy Capital Partners III LLC Exelon Exelon Generating Company, LLC IGS Energy Interstate Gas Supply, Inc. Kindle Energy LLC MIP IV Holdings L.P. NextEra Energy Resources Acquisitions LLC NRG Energy, Inc. WGL Energy Services, Inc. Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Aspen Energy EDF Energy EDF Energy Services, LLC ENGIE Green Mountain Energy Hudson Energy Services, LLC Just Energy LS Power Equity Advisors, LLC Platinum Equity Advisors, LLC Tenaska, Inc. Tenaska Power Services Co. 15 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 109 of Top 50 Unsecured Creditors Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: BNSF Railway Company The Bank of New York Mellon Trust Commerzbank AG Company, N.A. General Electric International Inc. Norfolk Southern Corporation Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Areva Incorporated Babcock & Brown Wind Portfolio LLC BP Energy Company CSX Transportation, Inc. Westinghouse Electric Corp Wilmington Savings Fund Society, FSB Utilities Akin Gump has in the past represented and currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: American Electric Power Company AT&T Comcast Hess Corporation Met Ed (Electric) Metropolitan Edison Company Monongahela Power Company Ohio Edison Company Pennsylvania Power Company The Cleveland Electric Illuminating Company The Ohio Bell Telephone Company The Toledo Edison Company Akin Gump has in the past represented the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Republic Waste Services Inc. Time Warner Cable Enterprises LLC Verizon Windstream Corporation 16 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 110 of Schedule 3 Schedule of Searched Parties and/or Certain Related Parties that are Currently, or Have in the Past Been, Adverse to Clients of Akin Gump 360training.com Incorporated 3M Company 3M Corporation 84 Lumber Company A.W. Chesteron Company ABB Enterprise Software Inc. ABB Incorporated ABB Power ABB Power Distribution Incorporated ACE Bermuda Ins. Ltd./AON Bermuda ACE INA Group ACE Group Holdings Inc. Adelphia ADT Security Services Admiral Insurance Company Aegis Security Insurance Company/ AEGIS Insurance Services Inc. AEP Energy AEP-OHIO Agilent Technologies Air Products & Chemicals Inc. Air Products and Chemicals, Inc. Airgas Great Lakes Incorporated Airgas Incorporated Airgas Strategic Accounts Airport Systems Honeywell Inc. Alabama Power Company Alexander Hamilton Life Insurance Alion Science & Technology Corp. Alix Partners Allegheny Electric Cooperative Inc. Allegheny Energy Service Corporation Allegheny Energy Supply Company, LLC Allegheny Ludlum LLC AllianceBernstein L.P. Allied World Assurance Company Ltd./AON Bermuda Allstate Insurance Company Alstom Power Incorporated Alston & Bird LLP Ameren Illinois Company Ameren Services Company 18-50757-amk Doc 234-2 FILED 04/06/18 American Enterprise Investment Services Inc. American Arbitration Association American Electric Power (Ohio Power and Columbus Southern) American Electric Power Company American Electric Power Service Corporation American International Group, Inc. American Municipal Power, Inc. Amerigas Ametek Solidstate Controls Inc. Aon Finance Services Group Aon Premium Finance, LLC Aon Risk Services Northeast, Inc. Aon Risk Services, Inc. of Florida Aon UK Limited Apex Clearing Corporation Apex Controls Corp. Applied Health Physics Incorporated Aramark Refreshment Services LLC Aramark Uniform & Career Apparel Aramark Uniform Services Arch Ins. Bermuda Ltd./AON Bermuda Ares Energy Investors Fund V, L.P. Areva Incorporated Areva NP Inc. Areva Nuclear Materials LLC Areva/Framatome Arnc Control and Information Systems Arnc Incorporated Aspen Specialty Insurance Company Associated Electric & Gas Ins Services Ltd AT&T Atlantic City Electric (Conectiv) (PHI Exelon) Avantech Incorporated Avenue Capital Group Avenue Capital Management II, L.P. Babcock & Brown Wind Portfolio LLC Baker & Hostetler LLP Baker Hughes A GE Company LLC Baltimore Gas & Electric Company Banc of America Leasing & Capital, LLC ENTERED 04/06/18 20:26:31 Page 111 of Burns & McDonnell Engineering Calpine Corporation Camco Canadian Imperial Bank of Commerce Canon Financial Services Inc. Canon Solutions America Inc. Capital Research and Management Company Cargill Incorporated Cargill Power Markets, LLC Carlyle Investment Management L.L.C. Carrier Corporation CCH Incorporated CDW Computer Centers Incorporated CDW LLC CED - Consolidated Electric Dist Inc. Cede & Co. CEIA-USA Ltd. Cellco Dec Cellco Partnership CenterPoint Energy, Inc. CG Power Solutions USA Inc. CH2M Hill Engineers Incorporated Charles Schwab & Co., Inc. Chemical Lime Co. Chicago Bridge & Iron Christain & Barton LLP Chubb & Son Chrysler Chrysler Consortium Corporation CIBC Cincinnati Bell Technology Solution Cinergy Marketing & Trading, LP Cintar Incorporated Cintas Corporation Cintas Corporation Loc 013 Citadel Advisors LLC Citibank Citibank, N.A. Citicorp Railmark, Inc. Citigroup Energy Inc. Citigroup Global Markets Inc. Citigroup Inc. Citizens Bank Citizens Asset Finance, Inc. f/k/a RBS Asset Finance, Inc. City of Cleveland Banc of America Securities LLC Banco Bilbao Vizcaya Argentaria SA/New York Bank of America Bank of America Corp. Bank of America NA Bank of New York Mellon Bank of Nova Scotia Barclays Bank Barclays Bank PLC Barclays Capital Inc. Barclays PLC Bayer Cropscience, Inc., f/k/a Benjamin Foster Company BBVA Beaver Valley Inc. Beaver Valley Two Pi L.P. Beaver Valley Two Rho Beaver Valley Two Sigma L.P. Bechtel Bechtel Power Corporation Bentley Systems Incorporated Beowulf Energy LLC Berkshire Hathaway Specialty Insurance Company Black & Veatch Corporation BlackRock, Inc. Blackstone Management Partner LLC Blue Creek Wind Farm LLC BM1, LLC BMO Harris Bank NA/Trust BNP Paribas BNP Paribas Securities Corp. BNP Paribas, New York Branch BNSF Railway Company Boise Cascade Office Products Bosch Security Systems Incorporated BP Energy Company BP-Husky Refining Brady Worldwide Incorporated Brand Scaffold Services LLC BRC Special Situations III (Bluescape Group Investor) Browning Ferris of Ohio dba Republic Services Burlington Northern & Santa Fe 2 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 112 of Culligan International Culligan Water Conditioning Company Cummins Cummins Engine Co. Incorporated Curtiss Wright Flow Control Co Curtiss Wright Flow Control Svc Cor Curtiss Wright Target Rock Division D. A. Davidson & Co. DaimlerChrysler AG Day & Zimmermann NPS Dayton Power and Light Co. DB Energy Trading LLC De Lage Landen Financial Services, Inc. Dell Marketing LP Delmarva Power & Light Company Deloitte & Touche LLP Department of Environmental Protection Derrick Corporation Detroit Edison Company Deutsche Bank AG New York Branch Direct Energy District of Columbia Division of Water City of Cleveland Dominion Dominion East Ohio Gas Company Dominion Nuclear Connecticut Inc. Dominion Virginia Power DRC Acquisition Incorporated Dresser Incorporated Dresser Industries Dresser Rand Dresser Rand Services Div DTE Energy Duke Energy Indiana, Inc. Duke Energy Kentucky, Inc. Duke Energy Ohio Incorporated Duke Energy Ohio, Inc. Duke Energy Renewable Incorporated Duke Power Company Duquesne Light Company DXP Enterprises Incorporated Dynegy Dynegy Inc. Dynegy Gasco Holdings LLC Eaton Corporation EDF Energy City of Toledo Clean Harbors Environmental Clean Harbors PPM LLC Clearspan Fabric Structures CMS Energy Resource Management Company CoBank CoBank ACB Coit Services Incorporated Coltec Industries Incorporated Comcast Comcast Cable Comcast of California/Pennsylvania/ ComEd (Exelon) Comerica Bank Commerzbank AG Commodity Futures Trading Commission Commonwealth Edison Company Commonwealth of PA, DEP Commonwealth of PA, Department of Transportation Commonwealth of Pennsylvania Commonwealth of Pennsylvania Public Utility Commission Commonwealth of Pennsylvania, Department of Environmental Protection Commonwealth of Pennsylvania, Dept of Transportation, Bureau of Motor Vehicles Communication Supply Corporation Community Insurance Company dba Anthem Blue Cross and Blue Shield Compucom Consol Energy Inc. Consol Pennsylvania Coal Company LLC Consolidation Coal Company Constellation NewEnergy Consumers Energy Company Continental Insurance Company Credit Agricole Credit Agricole Corp and Investment Bank/NY Credit Suisse Credit Suisse Securities (USA) LLC Crestview Capital Advisors Corp. Crowell & Moring, LLP CSX Transportation Incorporated 3 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 113 of First National Bank First National Bank of Pennsylvania First Solar, Inc. FirstEnergy Corp. FirstMerit Fisher Controls Co. Fisher Safety Fisher Scientific Company Florida Power & Light Company Flowserve Corporation Flowserve Pump Corporation Flowserve US Flowserve US Incorporated Flowserve US Raleigh Flowserve/IDP Regional Services Office Ford Credit Commercial Leasing Ford Motor Credit Forney Corporation Forsythe Solutions Group Inc. Framatome Incorporated GE GE - Hitachi Nuclear Energy GE - Prolec Transformers Incorporated GE Analytical Instruments Inc. GE Betz Incorporated GE Capital GE Capital Commercial Incorporated GE Capital Fleet Services GE Energy GE Energy Control Solutions Inc. GE Energy Parts Incorporated GE Energy Services GE Grid Solutions LLC GE Industrial Solutions GE Infrastructure Sensing Inc. GE Inspection Technologies LP GE Intelligent Platforms Inc. GE International GE Mobile Water Incorporated GE Mobile Water Incorporated GE Packaged Power, Inc. GE Reuter Stokes GE Supply General Atomics General Cable Industries Inc. General Electric Company EDF Energy Services, LLC Edison International EEOC - Cleveland Elliott Associates, L.P. Elliott International Capital Advisors Inc. Elliott Management Corporation Employment Law Training Inc. Endurance American Insurance Company Energy Capital Partners (ECP) Energy Capital Partners III LLC Energysolutions LLC Enernoc, Inc. ENGIE Engineering Solutions LLC Entergy Arkansas Incorporated Entergy Louisiana LLC Entergy Nuclear Generation Entergy Nuclear Indian Point 3 LLC Entergy Nuclear Midwest Invest Co. Entergy Nuclear Operations Entergy Operations Inc. Entergy Services Incorporated Epic Incorporated Everpower Wind Holdings Inc. Exelon Exelon Corporation Exelon Generating Company, LLC Exelon Nuclear Generating Station Exelon Powerlabs LLC Experian Expro Incorporated Extend Health Inc. D/B/A Towers Watson Federal Energy Regulatory Commission (FERC) Federal Insurance Company Federal Signal Corporation FEMA Finance Center Ferguson Enterprises Inc. Ferrellgas Fidelity Investments Money Management Inc. Fidelity Management and Research Company Fidelity Workplace Services LLC Fiduciary SSB (State Street Bank and Trust Company) Fifth Third Bank Fifth Third Securities Inc. 4 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 114 of HP Inc. HP Products HSBC Holdings PLC Hudson Energy Services, LLC Hughes Corporation Huntington National Bank Hunton & Williams LLP Hydrochem Industrial Services Hydrochem LLC Iberdrola Renewables LLC IBEW Local 272 ICI Dulux Paint Centers IGS Energy Illinois Department of Revenue Illinois National Insurance Company Indu Solar Holdings LLC Ingersoll Rand Company Integrys Interactive Brokers Retail Equity Clearing Intercontinental Exchange Inc. Internal Revenue Service Internal Revenue Service Centralized Insolvency Operations International Brotherhood of Electrical Workers Local 0245 International Brotherhood of Electrical Workers Local 0272 International Brotherhood of Electrical Workers Local 029A International Brotherhood of Electrical Workers Local 029B International Brotherhood of Electrical Workers Local 1289 International Brotherhood of Electrical Workers Local 1413 International Brotherhood of Electrical Workers Local 2357 International Brotherhood of Electrical Workers Local 29MP International Electric Power, II, LLC Interstate Gas Supply, Inc. Intertek Caleb Brett Intervoice LLC Invensys Systems Inc. Iron Mountain Itochu International Inc. General Electric Energy Control General Electric Energy Services General Electric Hitachi Nuclear General Electric Industrial Systems General Electric International Inc. General Electric Railcar Services Corporation Genesis Insurance Company Genuine Parts Company dba Napa Hagerstown Automotive Gibson Dunn & Crutcher LLP GIC Pte. Ltd. Glaxosmithkline Consumer Healthcare L.P. Global Aerospace, Inc. Global Energy Market Services LLC Goldman Sachs Goldman Sachs & Co. LLC Goldman Sachs Bank USA Goodyear Tire & Rubber Company GPU Service, Inc. Grainger Grainger Parts Operations Green Mountain Energy Greenberg Traurig LLP GSE Performance Solutions Inc. GSE Systems Inc. Guggenheim Securities, LLC Hagemeyer North America Inc. Harsco Corporation Hartford Steam Boiler Inspectn and Insur Co Haynes & Boone LLP Headwaters Incorporated Henkel Corporation Hepler Broom LLC Heritage Clean Heritage Crystal Clean LLC Hertz Equipment Rental Corp Hess Corporation Hewitt Associates LLC Hewlett Packard Enterprise Company High Trail Wind Farm LLC Hilltop Securities Inc. Hilti Incorporated Hitachi T&D Solutions Incorporated Holcim Inc. Honeywell International Inc. Honeywell Sensotec 5 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 115 of Macquarie Energy LLC Macquarie Group of Companies Macquarie Physical Commodities UK Limited Mansfield 2007 Trust A Mansfield 2007 Trust B Mansfield 2007 Trust C Mansfield 2007 Trust D Mansfield 2007 Trust E Mansfield 2007 Trust F Manufacturers and Traders Trust Company Marathon Petroleum Company LP Marsh Marsh LLC Marsh Ltd. Marsh USA Inc. Maryland Department of Transportation Maryland Department of Transportation Motor Vehicle Administration Mascaro Construction Company LP Massmutual Asset Finance LLC Medical Mutual Services, LLC Merrill Lynch Merrill Lynch & Co. Merrill Lynch Pierce Fenner & Smith Merrill Lynch Pierce Fenner & Smith/Fixed Income Merrill Lynch, Pierce, Fenner & Smith Incorporated Met Ed (Electric) Met Life Capital, Limited Partnership Metlife Metlife Insurance Company Metropolitan Edison Company MFS Investment Management Michigan Department of Treasury Mid-Atlantic Interstate Transmission, LLC Midcontinent Independent System Middough, Inc. Mine Safety Appliances Co. MIP IV Holdings L.P. Mitsubishi Hitachi Power Systems Mizuho Mizuho Bank Ltd Mizuho Corporate Bank USA Modular Space Corp. J. Aron & Company J.P. Morgan Securities LLC J.P. Morgan Securities LLC, acting as Representative of The Remarketing Agents J.P. Morgan Securities LLC/JPMC J.P. Morgan Trust Company, NA Janney Montgomery Scott LLC Jersey Central Power & Light Company JP Morgan Chase JP Morgan Chase & Co. JP Morgan Chase Bank NA JP Morgan Securities JP Morgan Ventures Energy Corporation JPMorgan Chase Bank, National Association JSC Tenex Just Energy Kepco Incorporated Key Equipment Finance Inc. Keybanc Capital Markets KeyBank Keybank National Association Kindle Energy LLC Kirkland & Ellis LLP Konecranes International Konica Minolta Business Solutions KPMG LLP Krayn Wind LLC Latham & Watkins LLP Lazard Frères & Co. LLC Liability Mutual Insurance Legal & General Investment Management America Lewis Brisbois Bisgaard & Smith LLP Liberty Mutual Insurance Company Linkedin Liquidmetal Coating Solutions LLC Lloyds of London Logmein, Inc. Loomis, Sayles & Company Lord Abbett & Co. LLC Louisville Gas and Electric LPL Financial Corporation LS Power Equity Advisors, LLC LS Power Equity Partners Mack Industries Incorporated Macquarie Bank Limited 6 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 116 of Northwestern Mutual Life Insurance Company NRC NRG Energy, Inc. NSF International Strategic Nuclear Regulatory Commission Nukem Inc. Nuveen Asset Management Occupational Safety and Health Administration (OSHA) OCE North America Incorporated Office Depot Incorporated Office Max Office of the Ohio Consumers' Counsel Ohio Bureau of Workers' Compensation Ohio CAT Ohio Edison Company Ohio Environmental Protection Agency, Office of Fiscal Administration Ohio EPA Ohio Power Company Ohio Valley Electric Corporation O'Melveny & Myers LLP Oracle America, Inc. PA DEP PA Department of Environmental Protection Pall Corporation Pall Filtration & Separations Pall Power Generation Div Pall Trincor Parker Hannifin Corporation Peabody Energy PECO Energy Company Pennsylvania Electric Company Pennsylvania Power Company Pennsylvania Public Utility Commission Pension Benefit Guaranty Corporation PEPCO (PHI - Exelon) Perkin Elmer LLC Incorporated Perry One Alpha L.P. Perry One Delta (Trust A) Perry One Delta (Trust B) Perry One Delta L.P. (Trust I) Perry One Delta L.P. (Trust II) Perry One Gamma Pershing LLC Monongahela Power Company Moody’s Analytics Morgan Lewis & Bockius LLP Morgan Stanley Morgan Stanley & Co. LLC/II Morgan Stanley Capital Group Inc. Morgan Stanley Senior Funding Morgan Stanley Smith Barney LLC Motley Rice LLC Motorola Solutions Incorporated MUFG Union Bank, N.A. Murray Energy Corporation Naes Corporation Naes Power Contractors Nalco Nalco Chemical Company Nalco Company LLC Nasatka Barrier Incorporated National Bank Financial Inc./CDS National Cooperative Services National Cooperative Services Corp National Financial Services LLC National Gypsum National Labor Relations Board National Union Fire Insurance Company National Union Fire Insurance Company of Pittsburgh, PA Navigators Insurance Company NCS Corporation NEC Corporation of America Neenah Foundry Company Netco Incorporated New Jersey Board of Public Utilities Nexant, Inc. Nextera Energy Capital Holdings Inc. Nextera Energy Power Marketing, Inc. NextEra Energy Resources Acquisitions LLC Nextera Energy Seabrook LLC Nightwine Valves & Actuation NJ Transit NLRB - Region 6 Noble Americas Gas & Power Corp. Norfolk Southern Corporation Norstan Communications Incorporation dba Black Box Network Services North American Energy Services 7 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 117 of Royal Bank of Scotland Reuter Stokes Inc./GE Energy Reuter-Stokes LLC Roto Rooter Sewer Cleaning Co. Ruhrpumpen Incorporated S&P Global/Fka Mcgraw Hill Financial Safety-Kleen Corporation Safety-Kleen Systems Incorporated Sage Software Inc. Santander Santander Bank NA Sap Industries Incorporated Scantron Corporation Schindler Elevator Corporation Scotia Capital Inc. Securitas Critical Infrast. Svcs. Inc. Securities and Exchange Commission (SEC) Security Pacific Leasing Corporation SEI Private Trust Company Senior Flexonics Pathway Division Sherwin Williams Seward & Kissel, LLP Shell Energy North America (Us) L.P. Siemens Demag Delaval Siemens Energy Siemens Energy & Automation Siemens Energy Incorporated Siemens Government Technologies Inc. Siemens Industry Incorporated Skadden Arps Slate Meagher & Flom LLP and Affiliates SKC Incorporated Smiths Detection Southweire Company Spark Energy, Inc. Squire Patton Boggs SSB - Blackrock Institutional Trust SSB&T Co. St. Paul Fire and Marine Insurance Company Standard Laboratories Incorporated Staples Incorporated Starwood Energy Group Global, Inc. State of Pennsylvania State of West Virginia State Street Bank and Trust Company State Street Corp. Philip Services Corp PKMJ Technical Services Inc. Platinum Equity Advisors, LLC PNBV Capital Trust PNC PNC Bank PNC Capital Markets PNC Commercial PNC Equipment Finance, LLC PNCEF LLC Potomac-Appalachian Transmission Highline, LLC PPG Industries Incorporated PPL Electric Utilities Corporation Praxair Distribution Incorporated Preiser Scientific PriceWaterhouseCoopers LLP Prime Clerk Professional Service Industries Progress Rail Services Corporation Provantage PSC Industrial Services PSEG Services Corporation Public Service Enterprise Group Inc. Quest Diagnostics Incorporated Radcom Incorporated Raymond James & Associates, Inc. RBC Capital Markets, LLC RBS Asset Finance RBS Securities Regions Bank Regions Equipment Finance, Ltd. Republic Waste Services Inc. Research Cottrell Cooling Inc. Rexnord Industries LLC Rhino Energy, LLC Rio Tinto Uranium Riverstone Investment Group LLC Robert Half International Inc. Robert W. Baird & Co. Incorporated Rockbestos Rockbestos Surprenant Cable Corp Rohm and Haas Company Rolls-Royce Rolls-Royce Nuclear Field Svcs. Inc. Royal Bank of Canada 8 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 118 of The Huntington Investment Company The Marmon Group The Northern Trust Company The Okonite Company Incorporated The Ohio Bell Telephone Company The Pennsylvania State University The People of the State of Illinois The PNC Commercial Services Group The Potomac Edison Company The Sherwin Williams Company The Standard Register Company The Toledo Edison Company The Vanguard Group, Inc. Thermo Eberline LLC Thermo Electric Pa Incorporated Thermo Electron Thermo Electron Corporation Thermo Electron North America LLC Thermo Environmental Instruments Thermo Fisher Scientific Thermo Fisher Scientific Dba Eberline LLC Thermo Fisher Scientific Dba Thermo Eberline LLC Thermo Gamma-Metrics Thermo Labsystems Incorporated Thermo Orion Incorporated Thermo Process Instruments Lp Thermo Vac Incorporated Time Warner Cable Enterprises LLC Timken Motor & Crane Services LLC Timken NCT LLC dba Schulz Group Toshiba America Energy Systems Corp. Towers Watson Toyota Material Handling Ohio Inc. Trane Trane US Incorporated Trans Union Corporation Trans Union LLC Transtar Electric Travelers Bond & Specialty Insurance Claims Travelers Casualty and Surety Company of America Travelers Property Casualty Group Traxys North America LLC Trico Corporation Trinity Industries Leasing Company State Street Global Advisors, Inc. Steag Gmbh Steag Scr-Tech Incorporated Stephens Inc. Steptoe & Johnson PLLC Stewart & Stevenson LLC dba Stewart STI Manufacturing Incorporated Strategic Value Master Fund Ltd Strategic Value Opportunities Fund LP Strategic Value Special Situations Master Fund III LP Studsvik Scandpower Incorporated Suez Suez Energy Marketing Na Inc. Suez Treatment Solutions Incorporated Suez Water Technologies & Solutions Sumitomo Mitsui Sumitomo Mitsui Banking Corp/New York Sungard Availability Services LP Sungard Energy Systems, Inc. Suntrust Bank Suntrust Robinson Humphrey, Inc. Superior Oil Corporation Swissport USA Incorporated T. Rowe Price Associates, Inc. TD Ameritrade Clearing, Inc. TD Bank TD Bank NA Technical Management Services Inc. Tele Scan Incorporated Teledyne Instruments Incorporated Teledyne Optech Incorporated Tenaska Power Services Co. Tenaska, Inc. Tenex Tennessee Valley Authority The Atlantic Group The Atlantic Group Incorporated The Babcock & Wilcox Company The Bank of New York Mellon Trust Company, N.A. The Cincinnati Gas & Electric Company, Columbus Southern Power Company The Cleveland Electric Illuminating Company The Hartford (Pacific Insurance Company, Limited) 9 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 119 of Utility Workers Union of America Local 304 UWUA Local 270 UWUA Local 304 UWUA Local 457 Valmet Incorporated Valtek Incorporated Valueoptions Incorporated Vanguard Group Inc. Veolia Environment NA Oper. Inc. Veolia ES Technical Solutions LLC Verizon Verizon Wireless Vesuvius USA Corporation Veyance Industrial Services Inc. Virginia Electric and Power Company, D/B/A Dominion Generation Vision Service Plan Vistra Energy Vistra Energy Corp. Vitol Inc. VMAC Energy I, LLC Wachovia Bank, National Association Wachovia Fixed Income Structured Trading Solutions, LLC Walgreen Company Waste Management Strategic Wedbush Morgan Securities Inc. Wedbush Securities Inc. Wells Capital Management, Inc. Wells Fargo Wells Fargo Bank, National Association Wells Fargo Clearing Services, LLC Wells Fargo Rail Corporation Wells Fargo Securities LLC Wells Fargo Vendor Financial Services, LLC West Equipment Company West Penn Power Company West Virginia Div/Natural Resources Westar Energy Inc. Westchester Fire Insurance Company Westinghouse Electric Company Westinghouse Electric Company LLC Westinghouse Electric Corp. Westinghouse Electric Supply WGL Energy Services, Inc. Whiting Corporation Tunnel Ridge Coal, LLC Tunnel Ridge, LLC U.S. Army Corp of Engineers U.S. Bancorp Investments, Inc. U.S. Bank Municipal Securities Group U.S. Bank National Association U.S. Specialty Insurance Company UBS Ag UBS Financial Services Inc. UMB Bank, National Association Union Bank NA Union Bank of California, N.A. Union Bank/Bank of Tokyo Mitsubishi United Conveyor Corporation United Conveyor Supply Company United Rentals North America Inc. United States Enrichment Corp. United States Mineral Products Co. Urenco Urenco (Capenhurst) Ltd. Urenco Deutschland Gmbh Urenco Enrichment Company Ltd. Urenco Limited Urenco Nederland BV Urenco SWU Urenco UK Ltd. Urenco, Inc. US Bank US Bank NA US Bank Trust National Association 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 USAA Asset Management Utility Workers Union of America AFL-CIO Utility Workers Union of America Local 0102 Utility Workers Union of America Local 0270 Utility Workers Union of America Local 0270PT Utility Workers Union of America Local 0350 Utility Workers Union of America Local 0351 Utility Workers Union of America Local 0457 10 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 120 of Whiting Services Incorporated Williams Scotsman The Scotsman Group Inc. Wolf Creek Nuclear Operating Co Wolverine Power Supply Cooperative, Inc. WW Grainger Incorporated Wyle Laboratories Incorporated XL Insurance Bermuda LTD./AON Bermuda XL Specialty Insurance Company Yokogawa Corp. of America Zayo Group Holdings Incorporated Zoll Medical Corporation Zurich American Insurance Company 11 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 121 of Schedule 4 Schedule of Searched Parties that are Currently Serving, or Have in the Past Served, on Other Informal and/or Official Creditors’ Committees Represented by Akin Gump AllianceBerstein L.P. Allstate Insurance Company American International Group, Inc. Ares Energy Investors Fund V, L.P. AT&T Atlantic City Electric (Conective) (PHI – Exelon) Avenue Capital Group Avenue Capital Management II, L.P. Baltimore Gas & Electric Company Banc of America Leasing & Capital, LLC Banc of America Securities LLC Bank of America Bank of America Corp. Bank of America NA Bank of New York Mellon Barclays Bank Barclays Bank PLC Barclays Capital Inc. Barclays PLC BlackRock, Inc. Blackstone Management Partner LLC BM1, LLC BNP Paribas BNP Paribas Securities Corp. BNP Paribas, New York BP Energy Company BP-Husky Refining Capital Research and Management Company Cellco Dec Cellco Partnership Citadel Advisors LLC Citibank Citibank Energy Inc. Citibank, N.A. Citicorp Railmark, Inc. Citigroup Global Markets Inc. Citigroup Inc. CoEd (Exelon) Commonwealth Edison Company Credit Agricole 18-50757-amk Doc 234-2 FILED 04/06/18 Credit Agricole Corp and Investment Bank/NY Credit Suisse Credit Suisse Securities (USA) LLC DB Energy Trading LLC Delmarva Power & Light Company Deutsche Bank AG New York Branch Elliott Associates, L.P. Elliott International Capital Advisors Inc. Elliott Management Corporation Entergy Arkansas Incorporated Entergy Louisiana LLC Entergy Nuclear Generation Entergy Nuclear Indian Point 3 LLC Entergy Nuclear Midwest Invest Co. Entergy Nuclear Operations Entergy Operations Inc. Entergy Services Incorporated Exelon Exelon Corporation Exelon Generating Company, LLC Exelon Nuclear Generating Station Exelon Powerlabs LLC Fidelity Investments Money Management Inc. Fidelity Management and Research Company Fidelity Workplace Services LLC Fiduciary SSB (State Street Bank and Trust Company) FirstMerit GE GE - Hitachi Nuclear Energy GE - Prolec Transformers Incorporated GE Analytical Instruments Inc. GE Betz Incorporated GE Capital GE Capital Commercial Incorporated GE Capital Fleet Services GE Energy GE Energy Control Solutions Inc. GE Energy Parts Incorporated GE Energy Services GE Grid Solutions LLC ENTERED 04/06/18 20:26:31 Page 122 of Merrill Lynch Pierce Fenner & Smith Merrill Lynch Pierce Fenner & Smith /Fixed Income Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi Hitachi Power Systems Morgan Stanley Morgan Stanley & Co. LLC/II Morgan Stanley Capital Group Morgan Stanley Senior Funding Morgan Stanley Smith Barney LLC MUFG Union Bank, N.A. National Union Fire Insurance Company National Union Fire Insurance Company of Pittsburgh, PA Northwestern Mutual Life Insurance Company Nuveen Asset Management Pension Benefit Guaranty Corporation PECO Energy Company PEPCO (PHI – Exelon) Pershing LLC P. Schoenfeld Asset Management RBS Asset Finance RBS Securities Reuter Stokes Inc./GE Energy Reuter-Stokes LLC Rohm and Haas Company Royal Bank of Scotland Siemens Demag Delaval Siemens Energy Siemens Energy Incorporated Siemens Energy & Automation Siemens Energy Incorporated Siemens Government Technologies Inc Siemens Industry Incorporated SSB – Blackrock Institutional Trust SSB&T Co. Starr Indemnity & Liability Company State Street Bank and Trust Company State Street Corp. State Street Global Advisors, Inc. Strategic Value Master Fund Ltd. Strategic Value Opportunities Fund LP Strategic Value Special Situations Master Fund III LP GE Industrial Solutions GE Infrastructure Sensing Inc. GE Inspection Technologies LP GE Intelligent Platforms Inc. GE International GE Mobile Water Incorporated GE Mobile Water Incorporated GE Packaged Power, Inc. GE Reuter Stokes GE Supply General Electric Company General Electric Energy Control General Electric Energy Services General Electric Hitachi Nuclear General Electric Industrial Systems General Electric International Inc. General Electric Railcar Services Corporation Goldman Sachs Goldman Sachs & Co. LLC Goldman Sachs Bank USA Guggenheim Securities, LLC Hess Corporation Hewlett Packard Enterprise Company Hitachi T&D Solutions Incorporated HSBC Holdings PLC Huntington National Bank J.P. Morgan Securities LLC J.P. Morgan Securities LLC, acting as Representative of The Remarketing Agents J.P. Morgan Securities LLC/JPMC J.P. Morgan Trust Company, NAJP Morgan Chase JP Morgan Chase Bank NA JP Morgan Chase & Co. JP Morgan Securities JP Morgan Ventures Energy Corporation JPMorgan Chase Bank, National Association Kindle Energy LLC Lazard Frères & Co. LLC Loomis, Sayles & Company Lord Abbett & Co. LLC Manufacturers and Traders Trust Company Marathon Petroleum Company LP Massmutual Asset Finance LLC Merrill Lynch Merrill Lynch & Co. 2 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 123 of Suntrust Bank Suntrust Robinson Humphrey, Inc. T. Rowe Price Associates, Inc. TD Ameritrade Clearing, Inc. TD Bank TD Bank NA The Bank of New York Mellon Trust Company, N.A. The Huntington Investment Company The Ohio Bell Telephone Company Time Warner Cable Enterprises LLC Toshiba America Energy Systems Corp. U.S. Bancorp Investments, Inc. U.S. Bank Municipal Securities Group U.S. Bank National Association UBS Ag UBS Financial Services Inc. UMB Bank, National Association Union Bank NA Union Bank of California, N.A. Union Bank/Bank of Tokyo Mitsubishi US Bank US Bank NA US Bank Trust National Association Verizon Verizon Wireless Wachovia Bank, National Association Wachovia Fixed Income Structured Trading Solutions, LLC Wells Capital Management, Inc. Wells Fargo Wells Fargo Bank, National Association Wells Fargo Clearing Services, LLC Wells Fargo Rail Corporation Wells Fargo Securities LLC Wells Fargo Vendor Financial Services, LLC Wilmington Savings Fund Society, FSB 3 18-50757-amk Doc 234-2 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 124 of Exhibit C Giannantonio Declaration 18-50757-amk Doc 234-3 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 1 of 5 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION In re: FIRSTENERGY SOLUTIONS CORP., et al., 1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 18-50757 (Jointly Administered) Hon. Judge Alan M. Koschik DECLARATION OF RICK C. GIANNANTONIO IN SUPPORT OF THE DEBTORS’ APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF AKIN GUMP STRAUSS HAUER & FELD LLP AS CO-COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE I, RICK C. GIANNANTONIO, hereby declare under penalty of perjury: 3. I am the General Counsel of FirstEnergy Solutions Corp. (“FES”), a corporation organized under the laws of the State of Ohio and of FirstEnergy Nuclear Operating Company (“FENOC”), two of the above-captioned debtors and debtors in possession (collectively, the “Debtors”). 4. I submit this declaration (the “Declaration”) in support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Akin Gump Strauss Hauer & Feld LLP as Co-Counsel to the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Application”).2 Except as otherwise noted, all facts in this Declaration are based on my personal knowledge of the matters set forth herein, information 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. 18-50763. The Debtors’ address is: 341 White Pond Dr., Akron, OH 44320. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 18-50757-amk Doc 234-3 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 2 of 5 gathered from my review of relevant documents, and information supplied to me by other members of the Debtors’ management and the Debtors’ advisors. THE DEBTORS’ SELECTION OF COUNSEL 5. The Debtors recognize that a comprehensive review process is necessary when selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to the same client-driven market forces, scrutiny, and accountability as professionals in nonbankruptcy engagements. 6. Akin Gump is familiar with the Debtors’ business and financial affairs due to its having worked closely with the FE Corp. and its subsidiaries and affiliates for more than a decade prior than the commencement of the chapter 11 cases. Further, prior to the Petition Date, Akin Gump was retained by FES in April 2016 and by in FENOC in February 2017 to assist with certain scenario planning, including a potential restructuring.3 As a result of such representations, Akin Gump is intimately familiar with the Debtors’ business, financial affairs and capital structure and has the necessary background to address effectively and efficiently the various legal issues that may arise in the context of the chapter 11 cases. For these reasons, I believe that Akin Gump is both well qualified and uniquely situated to represent the Debtors in the chapter 11 cases. RATE STRUCTURE 5. Akin Gump has informed the Debtors that its rates for bankruptcy representations are comparable to the rates Akin Gump typically charges for non-bankruptcy representations. While I am aware that Akin Gump provided FE Corp. with certain discounts for certain legal services, Akin Gump was not willing to provide legal services in connection with scenario planning, including a potential restructuring or a bankruptcy, at a reduced rate or to discount its 3 In connection with these retentions, other counsel was not interviewed prior to selecting Akin Gump. 2 18-50757-amk Doc 234-3 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 3 of 5 rates. I can confirm that the rates Akin Gump charged the Debtors in the prepetition period are the same as the rates Akin Gump will charge the Debtors in the postpetition period, subject to annual adjustments. COST SUPERVISION 6. The Debtors recognize their responsibility to closely monitor the billing practices of their counsel to ensure that the fees and expenses paid by the estate remain consistent with the Debtors’ expectations and the exigencies of the chapter 11 cases. Akin Gump has developed a prospective budget and staffing plan for the first four months of these cases in order to reasonably comply with the United States Trustee’s request for information and additional disclosures, as to which Akin Gump reserves all rights. In addition, the Debtors will review the monthly fee statements that Akin Gump regularly submits. Akin Gump’s fees and expenses will be subject to periodic review during the course of the Debtors’ chapter 11 cases by the Debtors, the Office of the United States Trustee for the Northern District of Ohio and the Bankruptcy Court. [Remainder of page intentionally left blank.] 3 18-50757-amk Doc 234-3 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 4 of 5 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Executed on April 6, 2018, in Akron, Ohio. /s/ Rick C. Giannantonio Rick C. Giannantonio General Counsel of FirstEnergy Solutions Corp., FirstEnergy Nuclear Operating Company, and related subsidiaries 4 18-50757-amk Doc 234-3 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 5 of 5 Exhibit D Engagement Letters 18-50757-amk Doc 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 1 of 11 Akin Gump STRAUSS HAUER FELD LLP RICK L. BURDICK 202.887.4110/fax: 202.955.7778 rburdick@akingump.com April 7, 2016 Mr. Robert P. Reffner Vice President and General Counsel 76 South Main Street Akron, OH 44308-1890 Re: Terms of Engagement Dear Mr. Reffner: I am pleased to con?rm our representation of irstEnergy Solutions Corp. (PBS) in assisting PBS in its scenario planning. The ?rm appreciates your con?dence in us, and we look forward to working with you. At the beginning of our representation of a client, the ?rm?s policy is to describe the manner in which we will bill for legal services and disbursements. A clear understanding of those matters helps to maintain a harmonious professional relationship. I encourage you to consider the matters set forth in this letter care?illy and to raise with us any question that you may have now or later about its contents. We refer matters to those lawyers in this ?rm who in our judgment can perform the highest quality work, in a timely and ef?cient manner, and at the lowest cost. We also employ non-lawyer assistants in tasks where lawyers are not necessary, to facilitate the rapid and ef?cient performance of services. While I certainly do not expect that you will ?nd the legal representation by this ?rm to be in any way unsatisfactory, I do encourage you to discuss any problems or questions with me at any time. Fees for our services on this engagement will be based on our standard hourly rates. Ira Dizengoff and myself will be leading this engagement. Our standard hourly rates are USD $1,325.00 and USD $1,055.00 respectively. Other lawyers in the ?rm are charged at rates between USD $305.00 to USD $1,425.00 per hour. Hourly rates for paralegals range from USD $170.00 to USD $390.00. The ?rm may change these rates in the ?lture, in which case the new rates will apply to work done after your receipt of written notice ?om the ?rm of those rate changes. In addition, expenses advanced on your behalf or internal charges for administrative services (which may exceed our direct costs) are added to the statement rendered for the month in which such expenses or charges are recorded in our billing system. Robert S. Strauss Building 1333 New Hampshire Avenue. NW. Washingion. DE. 20036-1564 202.387.4000 fax 202.887.4288 i akingump.com 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 2 0f 11 Akin Gump STRAUSS HAUER FELD LLP Mr. Robert P. Reffner April 7, 20 6 Page 2 Our standard practice is to bill on a basis. This allows our clients to monitor both current and cumulative fees and expenses. We require that payment of statements be made within 30 days of receipt, and we may suspend or terminate any work in progress if timely payment is not made. We may also withdraw from the representation in a manner consistent with applicable ethical standards. FirstEnergy Legal Department Policy and Billing Procedures (the ?Procedures?) will apply to our representation of you. If the terms described above are satisfactory to you, please so indicate by signing the enclosed copy of this letter and returning the signed copy. Regards, AKIN GUMP STRAUSS HAUER FELD LLP Rick L. Burdick Enclosure AGREED: FirstEnergy Service Company on behalf of FirstEnergy Solutions Corp. .3.me Robert P. REffner', VWesident and General Counsel Date: 30 A43 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 3 0f 11 Akin Gump STRAUSS HAUER Bi FELD LLP RICK L. BURDICK +1 202.887.4110lfax: +1 202.955.7778 rhurdick@akingump.com February 21, 2017 Mr. Samuel L. Belcher President irstEnergy Nuclear Operating Company 76 South Main Street Akron, Ohio 44308 Re: Terms of Engagement Dear Mr. Belcher: I am pleased to con?rm our representation of irstEnergy Nuclear Operating Company (FENOC) in assisting FENOC in its scenario planning. The ?rm appreciates your con?dence in us, and we look forward to working with you. At the beginning of our representation of a client, the firm?s policy is to describe the manner in which we will bill for legal services and disbursements. A clear understanding of those matters helps to maintain a harmonious professional relationship. I encourage you to consider the matters set forth in this letter carefully and to raise with us any question that you may have now or later about its contents. We refer matters to those lawyers in this ?rm who in our judgment can perform the highest quality work, in a timely and ef?cient manner, and at the lowest cost. We also employ non-lawyer assistants in tasks where lawyers are not necessary, to facilitate the rapid and ef?cient performance of services. While I certainly do not expect that you will ?nd the legal representation by this ?rm to be in any way unsatisfactory, I do encourage you to discuss any problems or questions with me at any time. The ?rm charges for my services at the hourly rate of USD 1,200.00. Other lawyers in the ?rm are charged at rates between USD 335.00 to USD 1,500.00 per hour. Hourly rates for paralegals range from USD 150.00 to USD 460.00. The ?rm may change these rates in the future, in which case the new rates will apply to work done after your receipt of written notice from the firm of those rate changes. In addition, expenses advanced on your behalf or internal charges for administrative services (which may exceed our direct costs) are added to the statement rendered for the month in which such expenses or charges are recorded in our billing system. Robert S. Strauss Building 1333 New Hampshire Avenue. N.W. Washington, D.C. 20038-1564 202.687.4000 fax 202.887.4288 . akingumpcom 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 4 0f 11 Akin Gump sraauss HAUER a ram up Mr. Samuel L. Belcher February 21, 2017' Page 2 Our standard practice is to bill on a basis. This allows our clients to monitor both current and cumulative fees and expenses. We require that payment of statements be made within 30 days of receipt, and we may suspend or terminate any work in progress if timely payment is not made. We may also withdraw from the representation in a manner consistent with applicable ethical standards. FirstEnergy Legal Department Policy and Billing Procedures (the ?Procedures?) Will apply to our representation of you. Attached to this letter is our Statement of Firm Policies (the ?Statement") that will apply to our representation of you. In the event of a con?ict between the terms of the Statement and the terms of this letter, the terms of this letter shall control. In the event of a con?ict between the terms of Statement and the Procedures, the terms of the Procedures will control. Please review these policies and let me know if you have any questions concerning them. If the terms described are satisfactory to you, please so indicate by signing the enclosed copy of this letter and returning the signed copy. Regards, AKIN GUMP STRAUSS HAUER ELD LLP Rick L. Burdick Enclosure AGREED: FirstEnergy Nuclear Operating Company By: %7 I Samuel L. Belcher, President Date: I 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 5 0f 11 Akin Gump STRAUSS HAUER 8i HELD STATEMENT OF FIRM POLICIES We appreciate your decision to retain Akin Gump Strauss Hauer Feld LLP (?Akin Gump?) as your legal counsel and look forward to developing our relationship with you in the course of our representation. Our engagement is limited to the matter identi?ed in the engagement letter to which this Statement of Firm Policies is attached. Except as may be modi?ed by the accompanying engagement letter, the following summarizes our billing practices and certain other terms that will apply to our engagement. 1. Determination of Fees When establishing fees for services that we render, we are guided primarily by the time and labor required, although we also consider other appropriate factors, such as the novelty and dif?culty of the legal issues involved; the legal skill required to perform the particular assignment; time?saving use of resources (including research, analysis, data and documentation) that we have previously developed and stored electronically or otherwise in quickly retrievable form; the fee customarily charged by comparable ?rms for similar legal services; the amount of money involved or at risk and the results obtained; and the time constraints imposed by either the client or the circumstances. The ?rm generally requires a retainer in an amount which is appropriate with respect to the proposed representation. Unless otherwise agreed, the retainer will be applied to statements rendered in connection with the representation, with any unused portion being returned to the client. In determining a reasonable fee for the time and labor required for a particular matter, we consider the ability, experience, and reputation of the lawyer or lawyers in our ?rm who perform the services. To facilitate this determination, we internally assign to each lawyer an hourly rate based on these factors. When selecting lawyers to perform services for a client, we generally seek to assign lawyers having the lowest hourly rates consistent with the skills, time demands, and other factors in?uencing the professional responsibility required for each matter. Of course, our internal allocation of values for lawyer time changes periodically (at least annually) to account for increases in our cost of delivering legal service, other economic factors, and the augmentation of a particular lawyer?s ability, experience and reputation. Any such changes in hourly rates are applied prospectively. We record and bill our time in one?tenth hour (six- minute) increments. The time for which a client will be charged will include, but will not be limited to, telephone and of?ce conferences between client and counsel, witnesses, consultants, court personnel and others; conferences among our legal personnel; factual investigation; legal research; responding to clients? requests for us to provide information to their auditors in connection with reviews or audits of ?nancial invoices; drafting of agreements, contracts, letters, pleadings, briefs and other documents; travel time; waiting time in court; and time in depositions and other discovery proceedings. In an effort to reduce legal fees, we utilize paralegal personnel. Time devoted by paralegals to client matters is charged at special billing rates, which also are subject to adjustment from time to time by the ?rm. Our current range of hourly rates for lawyers and paralegals is referenced in the accompanying engagement letter. 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 6 0f 11 Akin Gump STRAUSS HAUEIR 81 H211) LLP 2. Expenses In addition to legal fees, our statements will include out?of?pocket expenses that we have advanced on behalf of the client and our internal charges (which may exceed direct costs) for certain support activities. Advanced costs generally will include such items as travel expenses and fees for postage, ?ling, recording, certi?cation, registration, and the like. Our internal charges typically cover such items as long distance telephone calls, facsimile transmissions, messenger services, overnight courier services, terminal time for computer research and complex document production, secretarial and paralegal overtime and photocopying or printing materials sent to the client or third parties or required for our use. We may request an advance cost deposit (in addition to the advance fee deposit) when we expect that we will be required to incur substantial costs on behalf of the client. During the course of our representation, it may be appropriate or necessary to hire third parties to provide services on your behalf. These services may include such things as consulting or testifying experts, investigators, providers of computerized litigation support, court reporters, providers of ?ling services and searches of governmental records and ?lings, and local counsel. Because of the legal ?work product? protection afforded to services that an attorney requests from third parties, in certain situations, our ?rm may assume responsibility for retaining the appropriate service providers. If we do so, you will be responsible for paying all fees and expenses directly to the service providers or reimbursing us for these costs. 3. Billings We bill throughout the engagement for a particular matter, and our statements are due Within thirty days after your receipt thereof. In instances in which we represent more than one person with respect to a matter, each person that we represent is jointly and severally liable for our fees with respect to the representation. Our statements contain a concise summary of each matter for which legal services were rendered and a fee was charged. We invite our clients to discuss freely with us any questions that they have concerning a fee charged for any matter. We want our clients to be satis?ed with both the quality of our services and the reasonableness of the fees that we charge for those services. We will attempt to provide as much billing information as the client requires and in such customary form that it desires, and are willing to discuss with our clients any of the various billing formats we have available that best suits their needs. If any statement is not paid within 60 days after the original statement date, we reserve the right to discontinue services on all pending matters for you until all of your accounts with us have been brought current. Additionally, if any statement is not paid within 60 days from the date of the original statement, we may, by written notice to you on a subsequent statement or otherwise, declare the overdue account to be delinquent. We have no obligation to declare any account delinquent. If we declare an account to be delinquent, the amount owing on that account will accrue interest at a rate equal to one percent per month (a 12% annual percentage rate) 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 7 0f 11 Akin Gump STRAUSS HAUER 3c from the date of our delinquency notice to you until the balance is paid in full, but in no event shall such rate exceed the maximum rate permitted by applicable law. Any payments made on past due statements are applied ?rst to interest, if any, and then to the account balance, beginning with the oldest outstanding statement. In addition, we are entitled to attorneys? fees and costs if collection activities are necessary. 4. Scope of Engagement We will provide services of a strictly legal nature of the kind generally described in the engagement letter that accompanies this attachment. It is understood that you are not relying on us for business, investment, or accounting decisions, or to investigate the character or credit of persons with whom you may be dealing, or to advise you about changes in the law that might affect you unless otherwise speci?ed in the letter. We will keep you advised of developments as necessary to perform our services and will consult with you as necessary to ensure the timely, effective, and efficient completion of our work. Attorneys in the ?rm typically have several client matters pending and are required to coordinate the scheduling of activities required for each pending client matter. 5. Necessary Information It is anticipated that you and any other entities af?liated with you will furnish us with all information that we deem to be required to perform the services described in our engagement letter, including ?nancial statements from quali?ed accountants and auditors, as appropriate, and documents prepared by other legal counsel employed by you in connection with prior or other matters. You will make such business or technical decisions or determinations as are appropriate to carry out our engagement. Our engagement is premised and conditioned upon your representation that you are not aware of any material facts or current or historical problem (involving such matters as court orders, injunctions, cease and desist orders, judgments, liabilities, litigation, administrative proceedings, crimes, prosecutions, bankruptcies or securities violations) on the part of any person to be connected with you that you have not fully disclosed to us. You understand that the accuracy and completeness of any document (including securities disclosure documents, litigation pleadings and court ?lings) prepared by us is dependent upon your alertness to assure that it contains all material facts relating to the subject and purpose of such document and that such document must not contain any misrepresentation of a material fact nor omit information necessary to make the statements therein not misleading. To that end, you agree to review all documents prepared by us for their factual accuracy and completeness prior to any use thereof. You also acknowledge that this responsibility continues through our engagement in the event that such document becomes de?cient in this regard. You hereby represent and warrant that any material, information, reports and ?nancial statements, whether rendered orally or in writing, furnished to us by you will be accurate, and that we may rely upon the truth or accuracy of such information. 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 8 0f 11 Akin Gump STRAUSS HAUER 8i 6. Con?dentiality and Con?icts Akin Gump is a large law ?rm with multiple of?ces around the world. Because of the ?rm?s size and geographic scope, as well as the breadth and diversity of our practice, other present or future clients of the ?rm inevitably will have contacts with you. Accordingly, to prevent any ?iture misunderstanding and to preserve the ?rm?s ability to represent you and our other clients, we con?rm the following understanding about certain con?icts of interest issues: Unless we have your speci?c agreement that we may do so, we will not represent another client in a matter that is substantially related to a matter in which we represent you and in which the other client is adverse to you. We understand the term ?matter? to refer to transactions, negotiations, proceedings and other representations involving specific parties. In the absence of a con?ict as described above, you acknowledge that we will be free to represent any other client either generally or in any matter in which you may have an interest, including, but not limited to: agreements; licenses; mergers and acquisitions; joint ventures; loans and ?nancings; securities offerings; bankruptcy or insolvency; patents, copyrights, trademarks, trade secrets or other intellectual property; real estate; government contracts; the protection of rights; and representation before regulatory authorities; and (ii) representation and advocacy with respect to legislative issues, policy issues, administrative proceedings, or rulemakings. We do not view this advance consent to permit unauthorized disclosure or use of any client con?dences. Under applicable Rules of Professional Conduct, we are obligated to and shall preserve the con?dentiality of any con?dential information you provide to us. In this connection, we may obtain nonpublic personal information about you in the course of our representation. We restrict access to your nonpublic personal information to ?rm personnel who need to know that information in connection with our representation and, as appropriate, third parties assisting in that representation. We maintain appropriate physical, electronic, and procedural safeguards to protect your nonpublic personal information. We do not disclose nonpublic personal information about our clients or former clients to anyone, except as permitted by law and applicable Rules of Professional Conduct. We will not disclose to you or use on your behalf any documents or information with respect to which we owe a duty of con?dentiality to another client or person. The fact that we may have your documents and/or information that may be relevant to another matter in which we are representing another client will not prevent us from representing that other client in that matter without any further consent from you. In such a case, we will put in place screening and other arrangements to ensure that the con?dentiality of your documents and/or information is maintained. 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 9 0f 11 Akin Gump STRAUSS HAUER 8t FELD LLP Our professional obligations to you and to our other clients will require us to run a new con?icts check if there is any change in the parties to the matter or any material change in its nature. We must also run a new con?icts check before undertaking any new matters with you. 7. Termination of Engagement Upon completion of the matter to which this representation applies, or upon earlier termination of our relationship, the attorney-client relationship will end unless you and we have expressly agreed to a continuation with respect to other matters. We hope, of course, that such a continuation will be the case. You have the right at any time to terminate our services and representation upon written notice to the firm. We reserve the right to withdraw from our representation if circumstances arise that under the applicable rules of professional conduct, allow or require us to. 8. Disagreements Regarding Fees In the event that you believe any statement for our services is erroneous for any reason, you shall notify us of the same within ten business days after receipt of such statement stating the basis for your belief. If agreement cannot be reached with respect to the amount owed, you agree to pay the non-disputed portion of our statement and submit the disputed portion for resolution by the appropriate committee of the organized bar of the city where our office rendering such services is located. If no organized bar exists in that city, then you can submit to the Committee on Arbitration Relating to Fee Disputes (or similar committee) of the regulatory body governing the practice of law in the state or jurisdiction where our office rendering such services is located. 9. Governing Law OUR ENGAGEMENT SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION WHERE OUR OFFICE RENDERING OUR SERVICES IS LOCATED AND, EXCEPT FOR DISAGREEMENTS REGARDING FEES SUBMITTED TO ARBITRATION PURSUANT TO PARAGRAPH 8 ABOVE, VENUE FOR ANY OTHER ACTION HEREUNDER SHALL BE IN THE COUNTY WHERE OUR OFFICE RENDERING SUCH SERVICES IS LOCATED. 10. Record Retention Unless previously terminated, our representation of irstEnergy Nuclear Operating Company as to in assisting ENOC in its scenario planning will terminate upon the completion of the matter and our sending you our ?nal statement for services rendered in connection with this matter. Following such termination, any otherwise nonpublic information you have supplied to us that is retained by us will be kept confidential in accordance with applicable rules of professional conduct. Following termination, we will return to you all documents and things that you provided to us in connection with our representation. If you do not wish to have your ?le 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 10 0f 11 Akin Gump STRAUSS HAUER 8t FELD LLP returned to you, we will transfer it, or the remaining portions, to closed storage and retain it. Pursuant to the irm?s Record Retention Policy, if the Firm retains any portion of your ?le, at the end of seven years, the Firm will make reasonable efforts to locate and notify you that your ?le is available for return to you. If you instruct us to do so, ?les will be returned to you. Clients may be charged shipping costs for the return of client ?les. The responsible attorney should determine if it is appropriate depending upon the size of the matter and the extent of the likely cost to the ?rm. If you do not respond to the request, or if you so instruct us, the ?le will be destroyed. By agreeing to and accepting our representation as described in this letter, you agree to keep us informed of your most current address during the stated retention period. 1 1. Miscellaneous The engagement letter to which this Statement of Firm Policies is attached constitutes our entire understanding and agreement with respect to the terms of our engagement and supersedes any prior understandings and agreements, written or oral. If any provision of our engagement letter is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect. Our engagement letter may only be amended in writing by the parties hereto. Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions. If any of them is unacceptable to you, please advise us now so that we can resolve any differences and proceed with a clear, complete, and consistent understanding of our relationship. 18-50757-amk DOC 234-4 FILED 04/06/18 ENTERED 04/06/18 20:26:31 Page 11 0f 11