Case KG Doc 501 Filed 07/23/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 501 Filed 07/23/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered Hearing Date: Scheduled Only If Necessary Objection Deadline: August 13, 2018, at 4:00 p.m. EDT SIXTH MONTHLY APPLICATION OF PROSKAUER ROSE LLP FOR ALLOWANCE OF ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES AS COUNSEL FOR DEBTOR NORTH YARD GP, LLC, FOR THE PERIOD JUNE 1, 2018 THROUGH JUNE 30, 2018 Name of Applicant: Proskauer Rose LLP Authorized to provide professional services to: Date of retention: Period for which compensation and reimbursement is sought: North Yard GP, LLC, debtor and debtor in possession Order entered on February 26, 2018, nunc pro tunc to January 21, 2018 June 1, 2018 through June 30, 2018 Amount of compensation sought as actual, reasonable and necessary: $2, (80% of $2, Amount of expense reimbursement sought as actual, reasonable and necessary: Type of fee statement or application: $0.00 Monthly fee statement 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania

2 Case KG Doc 501 Filed 07/23/18 Page 2 of 4 1. No prior monthly fee statement applicable to the period of June 1, 2018 through June 30, 2018 (the Fee Period has been filed by Proskauer Rose LLP ( Proskauer with the United States Bankruptcy Court for the District of Delaware (this Court in the abovecaptioned chapter 11 cases of PES Holdings, LLC and its debtor affiliates, as debtors and debtors in possession (collectively, the Debtors. 2. Pursuant to sections 327, 330 and 331 of title 11 of the United States Code (the Bankruptcy Code, rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules, the Order Authorizing the Retention and Employment of Proskauer Rose LLP as Attorneys for Debtor and Debtor in Possession North Yard GP, LLC, Effective Nunc Pro Tunc to the Petition Date [Docket No. 191] (the Retention Order and the Order (i Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (ii Granting Related Relief [Docket No. 216] (the Interim Compensation Order, Proskauer, attorneys for debtor North Yard GP, LLC (the Debtor, hereby files this monthly fee statement (the Monthly Fee Statement for: (i compensation in the amount of $2, (80% of $2, for the reasonable and necessary professional services Proskauer rendered to the Debtor during the Fee Period. Itemization of Services Rendered and Disbursements Incurred 1. In support of this Monthly Fee Statement, attached are the following exhibits: Exhibit A is a schedule of the number of hours expended and fees incurred (on an aggregate basis by Proskauer attorneys and paraprofessionals during the Fee Period with respect to each of the subject matter categories Proskauer established in accordance with its internal billing procedures. As reflected in Exhibit A, Proskauer incurred $2, in fees during the Fee Period. Pursuant to the Interim Compensation Order, by this Monthly Fee Statement, 2

3 Case KG Doc 501 Filed 07/23/18 Page 3 of 4 Proskauer seeks reimbursement for eighty percent of such fees ($2, in the aggregate. Exhibit B is a schedule providing certain information regarding the Proskauer attorneys and paraprofessionals for whose work on these chapter 11 cases compensation is sought in this Monthly Fee Statement. Proskauer attorneys and paraprofessionals have expended a total of 3.90 hours in connection with these chapter 11 cases during the Fee Period. Exhibit C consists of Proskauer s records of fees incurred during the Fee Period in the rendition of the professional services to the Debtor and its estate. Representations 2. Although every effort has been made to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused by accounting and processing during the Fee Period. Proskauer reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent monthly fee statements will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Retention Order and the Interim Compensation Order. [Remainder of Page Left Intentionally Blank] 3

4 Case KG Doc 501 Filed 07/23/18 Page 4 of 4 WHEREFORE Proskauer requests allowance of its fees in the total amount of $2,396.80, which is eighty percent of the $2, of fees incurred by the Debtor for reasonable and necessary professional services rendered by Proskauer during the Fee Period, and requests that such compensation be paid as an administrative expense of the Debtor s estate. Dated: July 23, 2018 Wilmington, Delaware /s/ Peter J. Young PROSKAUER ROSE LLP Mark K. Thomas (admitted pro hac vice 70 West Madison, Suite 3800 Chicago, Illinois Telephone: ( Facsimile: ( mthomas@proskauer.com - and - PROSKAUER ROSE LLP Peter J. Young (admitted pro hac vice 2049 Century Park East, Suite 3200 Los Angeles, California Telephone: ( Facsimile: ( pyoung@proskauer.com Co-Counsel for Debtor and Debtor in Possession North Yard GP, LLC 4

5 Case KG Doc Filed 07/23/18 Page 1 of 1 Exhibit A Statement of Fees by Subject Matter Matter Number Matter Description Total Billed Hours Total Fees Requested 6 Case Administration 0.50 $ Disclosure Statement, Plan, Confirmation 0.20 $ Proskauer Retention & Fee Applications 3.20 $2, TOTAL: 3.90 $2,996.00

6 Case KG Doc Filed 07/23/18 Page 1 of 1 Exhibit B Summary of Total Fees and Hours by Attorneys Attorneys Attorney Position and Year Admitted Department Hourly Billing Rate Total Billed Hours Total Compensation Ma, Steve Associate 2014 BSGR&B $ $ Webb, Jeramy Associate 2015 BSGR&B $ $ Young, Peter J. Partner 2002 BSGR&B $1, $2, TOTAL FOR ATTORNEYS: 2.30 $2, Paraprofessionals Paraprofessional Position Department Hourly Billing Rate Total Billed Hours Total Compensation Petrov, Natasha Legal Assistant BSGR&B $ $ TOTAL FOR PARAPROFESSIONALS: 1.60 $560.00

7 Case KG Doc Filed 07/23/18 Page 1 of 7 Exhibit C Detailed Description of Fees, Expenses and Disbursements

8 Case KG Doc Filed 07/23/18 Page 2 of 7 Proskauer Rose LLP 70 West Madison, Suite 3800 Chicago, IL Federal ID NORTH YARD GP, LLC 1735 MARKET STREET 11TH FLOOR PHILADELPHIA, PA Invoice No Client No July 16, 2018 Attention: JOHN MCSHANE, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FOR LEGAL SERVICES RENDERED for the period ending June 30, 2018 as set forth in the attached client invoice. $ 2, Total this Invoice $ 2, Outstanding Invoices Date Invoice Amount Payments Received Remaining Balance 05/08/ , (17, , /08/ , , Total Outstanding Invoices $ 14, Total Due $ 17, PAYMENT MAY BE MADE BY WIRE TO: CITIBANK, N.A., 111 WALL STREET, NEW YORK, NY ACCOUNT NO ABA NO INTERNATIONAL SWIFT NO. CITIUS33 REFERENCE: 55259

9 NORTH YARD GP, LLC Invoice No CASE ADMINISTRATION Client/Matter No Case KG Doc Filed 07/23/18 Page 3 of 7 July 16, 2018 Page 2 DETAIL DESCRIPTION OF SERVICES RENDERED: Date Attorney Description Hours 06/01/18 PJY Review and analyze 6/5 hearing agenda (.1; prepare for same ( /04/18 PJY Review and analyze notice of 6/5 hearing cancellation Attorney Hours Rate Amount PETER J. YOUNG , Total For Partner Professional Fees 0.50 $ Total this Matter $

10 NORTH YARD GP, LLC Invoice No Case KG Doc Filed 07/23/18 Page 4 of 7 DISCLOSURE STATEMENT, PLAN, CONFIRMATION Client/Matter No July 16, 2018 Page 3 DETAIL DESCRIPTION OF SERVICES RENDERED: Date Attorney Description Hours 06/04/18 PJY Review and analyze CNO re entered order approving technical modifications to plan and confirmation order Attorney Hours Rate Amount PETER J. YOUNG , Total For Partner Professional Fees 0.20 $ Total this Matter $

11 NORTH YARD GP, LLC Invoice No Case KG Doc Filed 07/23/18 Page 5 of 7 PROSKAUER RETENTION & FEE APPLICATIONS Client/Matter No July 16, 2018 Page 4 DETAIL DESCRIPTION OF SERVICES RENDERED: Date Attorney Description Hours 06/06/18 PJY Review and revise March invoice in preparation of May monthly fee 0.30 statement (.2; to K. White re same (.1. 06/12/18 PJY s with D. Klauder, A. Carrillo, J. Webb and N. Petrov re CNO re 0.40 April monthly fee statement (.2; telephone conference with J. Webb re same (.1; s with J. McShane, A. Lagreca, R. Celeberti and B. Teets re payment on account of April monthly fee statement (.1. 06/12/18 NP Draft certificate of no objection to Proskauer April monthly fee application 0.50 (.4; s with P. Young re same (.1. 06/12/18 JW Review Proskauer CNO re 4th fee statement and to local counsel 0.20 (.1; telephone conference and s with P. Young re same (.1. 06/15/18 NP Draft Proskauer May monthly fee application /19/18 PJY Briefly review and analyze May monthly fee statement and from S Ma re same. 06/19/18 SM Review and sign off on Proskauer's fifth monthly fee application (.2; P. Young re same (.1. 06/21/18 PJY to S. Ma and N. Petrov re May monthly fee statement (.1; review 0.20 and analyze correspondence with D. Klauder and A. Carrillo re filing and service of same (.1. 06/21/18 NP Finalize Proskauer May monthly fee application (.1; forward to D. Klauder for filing ( Attorney Hours Rate Amount PETER J. YOUNG , , Total For Partner , JERAMY WEBB STEVE MA Total For Associate NATASHA PETROV Total For Legal Assistant Professional Fees 3.20 $ 2, Total this Matter $ 2,208.50

12 NORTH YARD GP, LLC Invoice No Case KG Doc Filed 07/23/18 Page 6 of 7 July 16, 2018 Page 5 Client/Matter Recap: Matter Name Fees Billed Disbursements Billed CASE ADMINISTRATION DISCLOSURE STATEMENT, PLAN, CONFIRMATION PROSKAUER RETENTION & FEE APPLICATIONS 2, Total this Invoice $ 2, $ 0.00

13 Case KG Doc Filed 07/23/18 Page 7 of 7 Proskauer Rose LLP Eleven Times Square New York, NY REMITTANCE ADVICE Federal ID NORTH YARD GP, LLC 1735 MARKET STREET 11TH FLOOR PHILADELPHIA, PA Invoice No Client No July 16, 2018 Remit To: Proskauer Rose LLP Eleven Times Square New York, NY Attention: Accounts Receivable Total this Invoice $ 2, Total Outstanding Invoices $ 14, Total Due $ 17, PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE PAYMENT MAY BE MADE BY WIRE TO: CITIBANK, N.A., 111 WALL STREET, NEW YORK, NY ACCOUNT NO ABA NO INTERNATIONAL SWIFT NO. CITIUS33 REFERENCE: 55259

14 Case KG Doc Filed 07/23/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered VERIFICATION OF PETER J. YOUNG I, Peter J. Young, hereby declare the following under penalty of perjury: 1. I am a partner of the law firm of Proskauer Rose LLP ( Proskauer, located at 2049 Century Park East, Suite 3200, Los Angeles, California I am one of the lead attorneys from Proskauer working on the above-captioned chapter 11 cases. I am a member in good standing of the Bars of the States of California and Illinois, and I have been admitted to practice in the United States District Court for the Central District of California and the United States District Court for the Northern District of Illinois. I have been admitted pro hac vice in the above-captioned chapter 11 cases. There are no disciplinary proceedings pending against me. 2. I have personally performed many of the legal services rendered by Proskauer as counsel with respect to Conflict Matters 2 and am familiar with all other work performed on behalf of the Debtor by the lawyers and other persons at Proskauer. 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania As defined in the Order Authorizing the Retention and Employment of Proskauer Rose LLP as Attorneys for Debtor and Debtor in Possession North Yard GP, LLC, Effective Nunc Pro Tunc to the Petition Date [Docket No. 191].

15 Case KG Doc Filed 07/23/18 Page 2 of 2 3. The facts set forth in the foregoing Monthly Fee Statement are true and correct to the best of my knowledge, information and belief. 4. I have reviewed rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware and believe that the Monthly Fee Statement complies with Local Rule Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: July 23, 2018 Respectfully submitted, /s/ Peter J. Young Peter J. Young, Partner Proskauer Rose LLP 2

16 Case KG Doc Filed 07/23/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No (KG Debtors. (Jointly Administered Hearing Date: Scheduled Only If Necessary Objection Deadline: August 13, 2018, at 4:00 p.m. EDT NOTICE OF FILING OF FEE APPLICATION PLEASE TAKE NOTICE that Proskauer Rose LLP ( Proskauer, attorneys for debtor North Yard GP, LLC (the Debtor, filed and served the Sixth Monthly Application of Proskauer Rose LLP for Allowance of Administrative Claim for Compensation and Reimbursement of Expenses as Counsel for Debtor North Yard GP, LLC, for the Period June 1, 2018 Through June 30, 2018 (the Application seeking compensation for the reasonable and necessary services rendered to the Debtor in the amount of $2, PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be made in writing, and be filed with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before August 13, 2018, at 4:00 p.m. EDT. 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157; North Yard Financing, LLC (6284; North Yard GP, LLC (5458; North Yard Logistics, L.P. (5952; PES Administrative Services, LLC (3022; PES Logistics GP, LLC (9202; PES Logistics Partners, L.P. (1288; PESRM Holdings, LLC (2107; and Philadelphia Energy Solutions Refining and Marketing LLC (9574. The debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania

17 Case KG Doc Filed 07/23/18 Page 2 of 4 The Application is submitted pursuant to the Order (i Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (ii Granting Related Relief [Docket No. 216] (the Interim Compensation Order. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i the Debtors, PES Holdings, LLC, 1735 Market Street, Philadelphia, Pennsylvania 19103, Attn: John B. McShane; (ii counsel to the Debtors, Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn: Steven N. Serajeddini and Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Matthew C. Fagen; (iii co-counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware (Courier 19801, Attn: Laura Davis Jones; (iv co-counsel to the Parent Parties, Latham & Watkins LLP, 815 Third Avenue, New York, New York 10022, Attn: Keith A. Simon and Paul F. Sheridan, Jr. and Akerman LLP, 666 Fifth Avenue, 20th Floor, New York, New York 10103, Attn: John Mitchell; (v counsel to the Consenting NYL Creditors, Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, Attn: Susanna M Suh, Joel H. Levitin, and Darren Silver; (vi counsel to the Consenting Term Loan B Creditors, Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn: Damian S. Schaible and Aryeh E. Falk; (vii the Office of the U.S. Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Richard Schepacarter; and (viii any party that has requested notice pursuant to Bankruptcy Rule IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, THEN EIGHTY PERCENT OF FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE 2

18 Case KG Doc Filed 07/23/18 Page 3 of 4 INTERIM COMPENSATION ORDER WITHOUT FURTHER HEARING OR ORDER OF THE BANKRUPTCY COURT. IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE ACCORDING TO THE PROCEDURES SET FORTH IN THE INTERIM COMPENSATION ORDER. A HEARING ON THE APPLICATION WILL BE HELD ONLY IF OBJECTIONS OR RESPONSES ARE TIMELY FILED. [Remainder of page intentionally left blank.] 3

19 Case KG Doc Filed 07/23/18 Page 4 of 4 Dated: July 23, 2018 Wilmington, Delaware /s/ David M. Klauder David M. Klauder (No Cory P. Stephenson (No BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE Telephone: ( Facsimile: ( dklauder@bk-legal.com cstephenson@bk-legal.com - and - Peter J. Young (admitted pro hac vice PROSKAUER ROSE LLP 2049 Century Park East 32 nd Floor Los Angeles, CA Telephone: ( Facsimile: ( pyoung@proskauer.com - and - Mark K. Thomas (admitted pro hac vice PROSKAUER ROSE LLP Three First National Plaza 70 West Madison, Suite 3800 Chicago, IL Telephone: ( Facsimile: ( mthomas@proskauer.com Co-Counsel for Debtor and Debtor in Possession North Yard GP, LLC

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