Case Document 1362 Filed in TXSB on 01/25/18 Page 1 of 12

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

HOUSTON DIVISION )

In re: ⁾ Chapter 11

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GENON ENERGY, INC., et al.,¹ ⁾ Case No. 17-33695 (DRJ) )

Debtors. ⁾ (Jointly Administered) )

SECOND AND FINAL FEE APPLICATION OF ZACK A. CLEMENT PLLC AS LOCAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 14, 2017 THROUGH AND INCLUDING DECEMBER 12, 2017

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: GenOn Energy, Inc. (5566); GenOn Americas Generation, LLC (0520); GenOn Americas Procurement, Inc. (8980); GenOn Asset Management, LLC (1966); GenOn Capital Inc. (0053); GenOn Energy Holdings, Inc. (8156); GenOn Energy Management, LLC (1163); GenOn Energy Services, LLC (8220); GenOn Fund 2001 LLC (0936); GenOn Mid-Atlantic Development, LLC (9458); GenOn Power Operating Services MidWest, Inc. (3718); GenOn Special Procurement, Inc. (8316); Hudson Valley Gas Corporation (3279); Mirant Asia-Pacific Ventures, LLC (1770); Mirant Intellectual Asset Management and Marketing, LLC (3248); Mirant International Investments, Inc. (1577); Mirant New York Services, LLC (N/A); Mirant Power Purchase, LLC (8747); Mirant Wrightsville Investments, Inc. (5073); Mirant Wrightsville Management, Inc. (5102); MNA Finance Corp. (8481); NRG Americas, Inc. (2323); NRG Bowline LLC (9347); NRG California North LLC (9965); NRG California South GP LLC (6730); NRG California South LP (7014); NRG Canal LLC (5569); NRG Delta LLC (1669); NRG Florida GP, LLC (6639); NRG Florida LP (1711); NRG Lovett Development I LLC (6327); NRG Lovett LLC (9345); NRG New York LLC (0144); NRG North America LLC (4609); NRG Northeast Generation, Inc. (9817); NRG Northeast Holdings, Inc. (9148); NRG Potrero LLC (1671); NRG Power Generation Assets LLC (6390); NRG Power Generation LLC (6207); NRG Power Midwest GP LLC (6833);

NRG Power Midwest LP (1498); NRG Sabine (Delaware), Inc. (7701); NRG Sabine (Texas), Inc. (5452); NRG San Gabriel Power Generation LLC (0370); NRG Tank Farm LLC (5302); NRG Wholesale Generation GP LLC (6495); NRG Wholesale Generation LP (3947); NRG Willow Pass LLC (1987); Orion Power New York GP, Inc.

(4975); Orion Power New York LP, LLC (4976); Orion Power New York, L.P. (9521); RRI Energy Broadband, Inc. (5569); RRI Energy Channelview (Delaware) LLC (9717); RRI Energy Channelview (Texas) LLC (5622);

RRI Energy Channelview LP (5623); RRI Energy Communications, Inc. (6444); RRI Energy Services Channelview LLC (5620); RRI Energy Services Desert Basin, LLC (5991); RRI Energy Services, LLC (3055);

RRI Energy Solutions East, LLC (1978); RRI Energy Trading Exchange, Inc. (2320); and RRI Energy Ventures, Inc. (7091). The Debtors’ service address is: 804 Carnegie Center, Princeton, New Jersey 08540.

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A HEARING WILL BE CONDUCTED ON THIS MATTER ON FEBRUARY 21, 2018 AT 10:00 A.M. IN COURTROOM 400, 4^th FLOOR, UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS, 515 RUSK STREET, HOUSTON, TEXAS 77002.

IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY-ONE DAYS FROM THE DATE YOU WERE SERVED WITH THIS PLEADING. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED.

REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY.

SUMMARY COVER SHEET TO SECOND AND FINAL FEE APPLICATION OF ZACK A. CLEMENT PLLC AS LOCAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 14, 2017 THROUGH AND INCLUDING DECEMBER 12, 2017

Name of Applicant: Zack A. Clement PLLC

Applicant’s Role in Case: Local Counsel to the Debtors-in-Possession Date Order of Employment Signed: July 13, 2017 [Docket No. 195]

Beginning of Period

End of Period

Time period covered by this Application: 6/14/17 12/12/17 Time covered by any prior Applications: 6/14/17 9/30/17 Total fees requested in this Application: $111,000.00 Total actual professional hours covered by this Application: 186.0

Average hourly rate for professionals: $600.00

Reimbursable expenses sought in this application: $0.00 Date of Confirmation Hearing: December 12, 2017 Indicate whether plan has been confirmed: Yes [Docket No.

1250]

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Respectfully Submitted, /s/ Zack A. Clement

Dated: January 25, 2018 Zack A. Clement (TX Bar No. 04361550) ZACK A. CLEMENT PLLC

3753 Drummond Houston, Texas 77025

Telephone: (832) 274-7629

Email: [email protected] Co-Counsel for the Debtors and Debtors in Possession

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SECOND AND FINAL FEE APPLICATION OF ZACK A. CLEMENT PLLC AS LOCAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 14, 2017 THROUGH AND INCLUDING DECEMBER 12, 2017

Zack A. Clement PLLC (the “Firm”), local counsel for the above-captioned debtors and debtors in possession (collectively, the “Debtors”), hereby submits its final fee application (this “Fee Application”) for allowance of compensation for professional services provided in the amount of $111,000.00 that the Firm incurred for the period from June 14, 2017 through

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December 12, 2017 (the “Fee Period”). In support of this Fee Application, the Firm submits the declaration of Zack A. Clement (the “Clement Declaration”), which is attached hereto as Exhibit A and incorporated by reference. In further support of this Fee Application, the Firm respectfully states as follows.

Jurisdiction, Venue, and Procedural Background

1. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of Texas, dated May 24, 2012 (the “Amended Standing Order”). The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory bases for the relief requested herein are sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rule 2016, and rule 2016-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”).

3. On June 14, 2017 (the “Petition Date”), each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) [Docket No. 4]. As of the date hereof, no party has requested the appointment of a trustee or examiner in these chapter 11 cases, and no committee has been appointed under section 1102 of the Bankruptcy Code. A

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detailed description surrounding the facts and circumstances of these chapter 11 cases is set forth in the Declaration of Mark A. McFarland in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed on June 14, 2017 [Docket No. 19].

4. On July 13, 2017, the Court entered the Interim Compensation Order, which sets forth the procedures for interim compensation and reimbursement of expenses for all professionals in these cases.

Case Status Summary

5. The Debtors filed these chapter 11 cases with a prepetition restructuring support agreement (the “RSA”) that had overwhelming consensus among their primary stakeholders, including their non-Debtor parent, NRG, and holders of over ninety percent in principal amount of the prepetition unsecured notes issued by GenOn and GenOn Americas Generation, LLC (“GAG”), respectively. The RSA encompasses a global deal that permits GenOn to emerge as a wholly independent company and contemplates restructuring transactions that would: (a) convert approximately $1.8 billion of debt to equity under a chapter 11 plan; (b) pay cash to unsecured noteholders at an agreed-upon discount to par; (c) implement a global settlement of potential claims and causes of action against NRG; and (d) provide the Debtors with exit financing. The restructuring significantly delevered the Debtors’ balance sheet by more than $1 billion and implemented an orderly transition to a standalone power generation company.

6. On October 5, 2017, an order was entered approving the adequacy of the disclosure statement, allowing the Debtors to launch the solicitation process for voting on the plan of reorganization on October 6, 2017. On December 12, 2017, the Court entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc., and Its Debtor Affiliates [Docket No. 1250] (the “Confirmation Order”).

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7. The above-mentioned negotiations all occurred while the Debtors continued to operate their businesses in the ordinary course. Committed to ensuring that the chapter 11 filing would not disrupt their businesses, the Debtors stabilized their operations through various operational first- and second-day motions and orders, and ultimately confirmed the plan. This allowed them to, among other things, continue intercompany arrangements, obtain letters of credit critical to operations, pay employees, continue their hedging program, and continue to use their cash management system until the Confirmation Order was entered. Since the Confirmation Order was entered, the Debtors have been diligently working to implement the terms of the Plan and various settlements embodied therein to ensure a smooth and timely emergence from chapter 11.

The Debtors’ Retention of the Firm

8. On June 23, 2017, the Debtors filed the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Zack A. Clement PLLC as Local Counsel for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Application”) [Docket No. 119] seeking entry of an order authorizing the employment and retention of the Firm to serve as local counsel for the Debtors. On July 13, 2017, the Court entered the Order Authorizing the Retention and Employment of Zack A. Clement PLLC as Local Counsel for the Debtors and Debtors In Possession Effective Nunc Pro Tunc to the Petition Date (the

“Retention Order”) [Docket No. 195], a copy of which is attached hereto as Exhibit B. The Retention Order authorizes the Debtors to compensate and reimburse the Firm in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Local Rules. The Retention Order also authorizes the Debtors to compensate the Firm at the Firm’s hourly rates charged for services of this type and to reimburse the Firm for the Firm’s actual and necessary out-of-pocket expenses incurred, subject to application to this Court. The particular terms of the Firm’s

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engagement are detailed in the engagement letter by and between the Firm and the Debtors, effective as of June 3, 2017, attached hereto as Exhibit C (the “Engagement Letter”).

Relief Requested

9. The Firm requests that the Court enter an order (the “Order”), substantially in the form attached hereto as Exhibit E: (a) awarding the Firm final compensation for professional services provided during the Fee Period in the amount of $111,000.00; (b) authorizing and directing the Debtors to remit payment to the Firm for such fees; and (c) granting such other relief as is appropriate under the circumstances. A summary of the Firm’s fees is attached hereto as Exhibit D.

The Firm’s Requested Compensation and Reimbursement Should be Allowed

10. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of section 330 of the Bankruptcy Code to govern the Court’s award of such compensation. Section 330 of the Bankruptcy Code provides that a court may award a professional employed under section 327 of the Bankruptcy Code

“reasonable compensation for actual necessary services rendered . . . and reimbursement for actual, necessary expenses.” 11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and reimbursement:

In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including—

1. the time spent on such services;

2. the rates charged for such services;

3. whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title;

4. whether the services were performed within a reasonable amount of time commensurate with the

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complexity, importance, and nature of the problem, issue, or task addressed; and

5. whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330(a)(3).

11. The Firm respectfully submits that the services for which it seeks compensation in this Fee Application were, at the time rendered, necessary for and beneficial to the Debtors and their estates and were rendered to protect and preserve the Debtors’ estates. The Firm further believes that it performed the services for the Debtors economically, effectively, and efficiently, and the results obtained benefited not only the Debtors, but also the Debtors’ estates and the Debtors’ constituents. The Firm further submits that the compensation requested herein is reasonable in light of the nature, extent, and value of such services to the Debtors, their estates, and all parties in interest.

12. No previous application for the relief sought herein has been made to this or any other Court.

Reservation of Rights and Notice

13. It is possible that some professional time expended or expenses incurred during the Fee Period are not reflected in the Fee Application. The Firm reserves the right to include such amounts in future fee applications. In addition, the Debtors have provided notice of this Fee Application to: (a) the U.S. Trustee; (b) the holders of the 50 largest unsecured claims against the Debtors (on a consolidated basis); (c) Wilmington Trust Company, as indenture trustee for the GenOn Energy, Inc. 7.875% Senior Notes due 2017, 9.50% Senior Notes due 2018, and 9.875%

Senior Notes due 2020, (collectively, the “GenOn Notes”), and counsel thereto; (d) Wilmington Savings Fund Society, FSB, as successor indenture trustee for the GenOn Americas Generation,

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LLC 8.50% Senior Notes due 2021 and 9.125% Senior Notes due 2031, (collectively, the “GAG Notes”), and counsel thereto; (e) NRG Energy, Inc., as administrative agent under the Debtors’

secured prepetition revolving facility due 2018 (the “Revolver”), and counsel thereto; (f ) U.S.

Bank National Association, as collateral trustee under the Revolver; (g) Davis Polk & Wardwell LLP, as counsel to an ad hoc committee of GenOn Notes and GAG Notes; (h) Quinn Emanuel Urquhart & Sullivan, LLP, as counsel to an ad hoc steering committee of GAG Notes; (i) the United States Attorney’s Office for the Southern District of Texas; (j) the Internal Revenue Service; (k) the United States Securities and Exchange Commission; (l) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business; (m) the state attorneys general for states in which the Debtors conduct business;

and (n) any party that has requested notice pursuant to Bankruptcy Rule 2002. (collectively, the

“Notice Parties”). Pursuant to the Interim Compensation Order, any party, other than the Notice Parties, that wishes to object to the Fee Application, must file its objection with the Court, with a copy to Chambers and serve it on the affected professional and the Notice Parties so that it is actually received within 21 days of service of this Fee Application.

No Prior Request

14. No prior request for the relief sought in this Application has been made to this or any other court.

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WHEREFORE, the Firm respectfully requests that the Court enter the Order: (a) awarding the Firm final compensation for professional services provided during the Fee Period in the amount of $111,000.00; and (b) authorizing and directing the Debtors to remit payment to the Firm for such fees.

Respectfully Submitted, /s/ Zack A. Clement

Dated: January 25, 2018 Zack A. Clement (TX Bar No. 04361550) ZACK A. CLEMENT PLLC

3753 Drummond Houston, Texas 77025

Telephone: (832) 274-7629

Email: [email protected] Co-Counsel for the Debtors and Debtors in Possession

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Certificate of Service

I certify that on January 25, 2018, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas.

/s/ Zack A. Clement One of Counsel

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Exhibit A Clement Declaration

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DECLARATION OF ZACK A. CLEMENT IN

SUPPORT OF THE SECOND AND FINAL FEE APPLICATION OF ZACK A. CLEMENT PLLC AS LOCAL COUNSEL FOR

THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 14, 2017 THROUGH AND INCLUDING DECEMBER 12, 2017

______________________________________________________________________________

I, Zack A. Clement, being duly sworn, state the following under penalty of perjury:

1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: GenOn Energy, Inc. (5566); GenOn Americas Generation, LLC (0520); GenOn Americas Procurement, Inc. (8980); GenOn Asset Management, LLC (1966); GenOn Capital Inc. (0053); GenOn Energy Holdings, Inc. (8156); GenOn Energy Management, LLC (1163); GenOn Energy Services, LLC (8220); GenOn Fund 2001 LLC (0936); GenOn Mid-Atlantic Development, LLC (9458); GenOn Power Operating Services MidWest, Inc. (3718); GenOn Special Procurement, Inc. (8316); Hudson Valley Gas Corporation (3279); Mirant Asia-Pacific Ventures, LLC (1770); Mirant Intellectual Asset Management and Marketing, LLC (3248); Mirant International Investments, Inc. (1577); Mirant New York Services, LLC (N/A); Mirant Power Purchase, LLC (8747); Mirant Wrightsville Investments, Inc. (5073); Mirant Wrightsville Management, Inc. (5102); MNA Finance Corp. (8481); NRG Americas, Inc. (2323); NRG Bowline LLC (9347); NRG California North LLC (9965); NRG California South GP LLC (6730); NRG California South LP (7014); NRG Canal LLC (5569); NRG Delta LLC (1669); NRG Florida GP, LLC (6639); NRG Florida LP (1711); NRG Lovett Development I LLC (6327); NRG Lovett LLC (9345); NRG New York LLC (0144); NRG North America LLC (4609); NRG Northeast Generation, Inc. (9817); NRG Northeast Holdings, Inc. (9148); NRG Potrero LLC (1671); NRG Power Generation Assets LLC (6390); NRG Power Generation LLC (6207); NRG Power Midwest GP LLC (6833);

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1. I am president of Zack A. Clement PLLC (the “Firm”),² located at 3753 Drummond, Houston, Texas 77025. I am a member in good standing of the bar of the state of Texas. There are no disciplinary proceedings pending against me.

2. I have read the foregoing final fee application of the Firm, local counsel for the Debtors, for the Fee Period (the “Fee Application”). To the best of my knowledge, information and belief, the statements contained in the Fee Application are true and correct. In addition, I believe that the Fee Application complies with Bankruptcy Local Rule 2016-1.

3. In connection therewith, I hereby certify that:

a) to the best of my knowledge, information, and belief, formed after reasonable inquiry, the fees and disbursements sought in the Fee Application are permissible under the relevant rules, court orders, and Bankruptcy Code provisions, except as specifically set forth herein;

b) except to the extent disclosed in the Fee Application, the fees and disbursements sought in the Fee Application are billed at rates customarily employed by the Firm and generally accepted by the Firm’s clients;

c) in providing a reimbursable expense, the Firm does not make a profit on that expense, whether the service is performed by the Firm in-house or through a third party;

d) in accordance with Bankruptcy Rule 2016(a) of the Federal Rules of Bankruptcy Procedure and 11 U.S.C. § 504, no agreement or understanding exists between the Firm and any other person for the sharing of compensation to be received in connection with the above cases except as authorized pursuant to the Bankruptcy Code, Bankruptcy Rules, and Bankruptcy Local Rules; and

e) all services for which compensation is sought were professional services on behalf of the Debtors and not on behalf of any other person.

[Remainder of page intentionally left blank.]

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

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

Dated: January 25, 2018 Respectfully submitted, /s/ Zack A. Clement Zack A. Clement

as President of Zack A. Clement PLLC

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Exhibit B Retention Order

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HOUSTON DIVISION

In re: ) ⁾ Chapter 11

GENON ENERGY, INC., et al.,¹ )) Case No. 17-33695 (DRJ) Debtors. )⁾ (Jointly Administered)

)) Re: Docket No.

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF ZACK A. CLEMENT PLLC AS LOCAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION

EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”)²of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the

1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: GenOn Energy, Inc. (5566); GenOn Americas Generation, LLC (0520); GenOn Americas Procurement, Inc. (8980); GenOn Asset Management, LLC (1966); GenOn Capital Inc. (0053); GenOn Energy Holdings, Inc. (8156); GenOn Energy Management, LLC (1163); GenOn Energy Services, LLC (8220); GenOn Fund 2001 LLC (0936); GenOn Mid-Atlantic Development, LLC (9458); GenOn Power Operating Services MidWest, Inc. (3718); GenOn Special Procurement, Inc. (8316); Hudson Valley Gas Corporation (3279);

Mirant Asia-Pacific Ventures, LLC (1770); Mirant Intellectual Asset Management and Marketing, LLC (3248);

Mirant International Investments, Inc. (1577); Mirant New York Services, LLC (N/A); Mirant Power Purchase, LLC (8747); Mirant Wrightsville Investments, Inc. (5073); Mirant Wrightsville Management, Inc. (5102);

MNA Finance Corp. (8481); NRG Americas, Inc. (2323); NRG Bowline LLC (9347); NRG California North LLC (9965); NRG California South GP LLC (6730); NRG California South LP (7014); NRG Canal LLC (5569); NRG Delta LLC (1669); NRG Florida GP, LLC (6639); NRG Florida LP (1711); NRG Lovett Development I LLC (6327); NRG Lovett LLC (9345); NRG New York LLC (0144); NRG North America LLC (4609); NRG Northeast Generation, Inc. (9817); NRG Northeast Holdings, Inc. (9148); NRG Potrero LLC (1671); NRG Power Generation Assets LLC (6390); NRG Power Generation LLC (6207); NRG Power Midwest GP LLC (6833); NRG Power Midwest LP (1498); NRG Sabine (Delaware), Inc. (7701); NRG Sabine (Texas), Inc. (5452); NRG San Gabriel Power Generation LLC (0370); NRG Tank Farm LLC (5302); NRG Wholesale Generation GP LLC (6495); NRG Wholesale Generation LP (3947); NRG Willow Pass LLC (1987);

Orion Power New York GP, Inc. (4975); Orion Power New York LP, LLC (4976); Orion Power New York, L.P. (9521); RRI Energy Broadband, Inc. (5569); RRI Energy Channelview (Delaware) LLC (9717); RRI Energy Channelview (Texas) LLC (5622); RRI Energy Channelview LP (5623); RRI Energy Communications, Inc. (6444); RRI Energy Services Channelview LLC (5620); RRI Energy Services Desert Basin, LLC (5991);

RRI Energy Services, LLC (3055); RRI Energy Solutions East, LLC (1978); RRI Energy Trading Exchange, Inc. (2320); and RRI Energy Ventures, Inc. (7091). The Debtors’ service address is: 804 Carnegie Center, Princeton, New Jersey 08540.

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

(Docket No. 119)

ENTERED 07/13/2017

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2 Debtors to retain and employ Zack A. Clement PLLC (the “Firm”) as their local counsel effective nunc pro tunc to the Petition Date, pursuant to sections 327(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 rules 2014-1 and 2016-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”); and the Court having reviewed the Application, the Declaration of Zack Clement, the president of Zack A.

Clement PLLC. (the “Clement Declaration”), and the declaration of Mark A. McFarland, the Chief Executive Officer of GenOn Energy, Inc. (the “McFarland Declaration”); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and the Court having found 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 Clement Declaration that (a) the Firm does not hold or represent an interest adverse to the Debtors’ estates and (b) the Firm is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; 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

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3 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 as set forth in this Order.

2. The Debtors are authorized to retain and employ the Firm as their local counsel in accordance with the terms and conditions set forth in the Application and in the Engagement Letter attached hereto as Exhibit 1.

3. The Firm shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Bankruptcy Local Rules, and any other applicable procedures and orders of the Court.

4. The Firm shall provide ten-business-days’ notice to the Debtors, the United States Trustee for the Southern District of Texas (the “U.S. Trustee”), and any official committee before any increases in the rates set forth in the Application or the Engagement Letter 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 section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to section 330 of the Bankruptcy Code.

5. The Debtors and the Firm are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

6. Notice of the Application as provided therein shall be deemed good and sufficient notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the Bankruptcy Local Rules are satisfied by such notice.

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7. To the extent the Application, the Clement Declaration, the McFarland Declaration, or the Engagement Letter is inconsistent with this Order, the terms of this Order shall govern.

8. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry.

9. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application.

10. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Dated: __________, 2017

Houston, Texas THE HONORABLE DAVID R. JONES

UNITED STATES BANKRUPTCY JUDGE Signed:

____________________________________

DAVID R. JONES

UNITED STATES BANKRUPTCY JUDGE July 13, 2017.

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Exhibit C Engagement Letter

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Exhibit D

Details of Fees and Expenses

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Zack A. Clement, PLLC 3753 Drummond Street

Houston, Texas 77025 August 21, 2017

GenOn Energy, Inc.

211 Carnegie Center Princeton, NJ 08540

Attention: Brian Curci

In the matter of GenOn Energy, Inc.

For legal services rendered through July 31, 2017 (see attached Description of Legal Services for detail)

$52,800.00

For expenses incurred through July 31, 2017

(see attached Description of Expenses for detail) $0.00

Total legal services rendered and expenses incurred $52,800.00

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Description of Legal Services for Zack A. Clement

Date Description of Services Matter Category Time Fees

June 14, 2017 Conferences re scheduling and first-day hearing preparation Hearings 9.5 $6,600.00

June 15, 2017 Prepare for and attend first-day hearings Hearings 9.0 $6,300.00

June 16, 2017 Review, analyze scheduling matters and U.S. Trustee matters U.S. Trustee Issues and Case

Administration 2.0 $1,200.00

June 17, 2017 Review noticing issues U.S. Trustee Issues and Case

Administration 1.0 $600.00

June 19, 2017 Review, analyze scheduling matters; review, analyze filing matters U.S. Trustee Issues and Case

June 19, 2017 Teleconference with U.S. Trustee and follow-up re same U.S. Trustee Issues and Case

June 20, 2017 Draft, revise unemployment applications U.S. Trustee Issues and Case

June 21, 2017 Coordinate signature pages and file re same U.S. Trustee Issues and Case

June 23, 2017 Teleconferences re creditors’ committee matters Adversary Proceedings /

Contested Matters 2.0 $1,200.00 June 26, 2017 Teleconferences re creditors’ committee matters Adversary Proceedings /

Contested Matters 1.0 $600.00

June 26, 2017 Draft, revise estimation motion Adversary Proceedings /

Contested Matters 2.5 $1,500.00

June 28, 2017 Review, analyze scheduling matters U.S. Trustee Issues and Case 0.5 $300.00

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Administration June 29, 2017 Coordinate and file plan and disclosure statement U.S. Trustee Issues and Case

June 30, 2017 Conference re litigation matters Adversary Proceedings /

July 2, 2017 Respond to creditor inquiries Adversary Proceedings /

Contested Matters 2.0 $1,200.00

July 5, 2017 Review, analyze emergency hearing matters and comment on same; review,

analyze scheduling matters Hearings 4.0 $2,400.00

July 6, 2017 Review, analyze scheduling matters U.S. Trustee Issues and Case

July 7, 2017 Comment on draft pleadings U.S. Trustee Issues and Case

Contested Matters 2.0 $1,200.00 July 11, 2017 Review, revise draft motions and orders and analyze related matters re same U.S. Trustee Issues and Case

(34)

6

July 12, 2017 Review, analyze employment issues and considerations Adversary Proceedings /

Contested Matters 2.0 $1,200.00 July 13, 2017 Correspond re procedural matters; conference re hearing preparation; review,

revise procedures motion; review, revise amended orders re same

U.S. Trustee Issues and Case

July 13, 2017 Conference re hearing preparation Hearings 2.5 $1,200.00

July 14, 2017 Prepare for and attend second day hearing Hearings 5.0 $3,000.00

July 14, 2017 Follow up re second day orders U.S. Trustee Issues and Case

July 21, 2017 Review, revise bar date motion and analyze issues re same U.S. Trustee Issues and Case

July 24, 2017 Review, analyze scheduling and filing matters U.S. Trustee Issues and Case

July 25, 2017 Review, revise stay motion and order Adversary Proceedings /

July 25, 2017 Review, analyze scheduling matters U.S. Trustee Issues and Case 1.0 $600.00

(35)

7

Administration

July 27, 2017 Correspond re procedure inquiries U.S. Trustee Issues and Case

July 27, 2017 Review, analyze disclosure statement scheduling matters U.S. Trustee Issues and Case

July 28, 2017 Review, revise disclosure statement and correspond re related scheduling

matters U.S. Trustee Issues and Case

July 30, 2017 Correspond re lift of stay issues and scheduling matters re same Adversary Proceedings /

Total 88.0 $52,800.00

(36)

Houston, Texas 77025 October 2, 2017

GenOn Energy, Inc.

For legal services rendered through August 31, 2017 (see attached Description of Legal Services for detail)

$14,400.00

For expenses incurred through August 31, 2017 $0.00

Total legal services rendered and expenses incurred $14,400.00 Case 17-33695 Document 867 Filed in TXSB on 10/05/17 Page 3 of 6

(37)

August 1, 2017 Sign off on stipulation and related communications and analyze scheduling

August 2, 2017 Order presentation and analyze scheduling matters U.S. Trustee Issues and Case

August 4, 2017 Analyze stay lift issues and scheduling matters U.S. Trustee Issues and Case

August 7, 2017 Analyze Disclosure Statement and related scheduling matters Plan, Disclosure Statement,

Confirmation 2.0 $1,200.00

August 8, 2017 Duplicate orders and related stipulations U.S. Trustee Issues and Case

August 11, 2017 Respond to creditor inquiries Creditor Communications 1.0 $600.00

August 16, 2017 Prepare for, attend and follow up re first meeting of creditors U.S. Trustee Issues and Case

August 17, 2017 Analyze scheduling matters and first meeting follow up U.S. Trustee Issues and Case

August 24, 2017 Analyze Disclosure Statement hearing scheduling matters Hearings 1.0 $600.00

(38)

5

August 29, 2017 Analyze scheduling matters for week post storm U.S. Trustee Issues and Case

August 29, 2017 Analyze scheduling matters U.S. Trustee Issues and Case

Total 24.0 $14,400.00

(39)

Houston, Texas 77025 [October 31], 2017

GenOn Energy, Inc.

For legal services rendered through September 30, 2017 (see attached Description of Legal Services for detail)

$8,400.00

For expenses incurred through September 30, 2017 $0.00

(40)

September 1, 2017 Analyze scheduling matters U.S. Trustee Issues and Case

September 6, 2017 Respond to creditor inquiries and analyze scheduling matters U.S. Trustee Issues and Case

September 8, 2017 Bar date stipulation U.S. Trustee Issues and Case

September 13, 2017 Respond to creditor inquiries Creditor Communications 1.0 $600.00

September 18, 2017 Respond to creditor inquiries Creditor Communications 1.0 $600.00

September 21, 2017 Review and comment on motions relating to sale process and related scheduling

September 28, 2017 Analyze temporary restraining order and related scheduling matters U.S. Trustee Issues and Case

Total 14.0 $8,400.00

(41)

Houston, Texas 77025 [December •], 2017

GenOn Energy, Inc.

For legal services rendered through October 31, 2017 (see attached Description of Legal Services for detail)

$15,000.00

For expenses incurred through October 31, 2017 $0.00

(42)

October 2, 2017 Analyze scheduling matters U.S. Trustee Issues and Case

October 3, 2017 Prepare for and attend Disclosure Statement hearing Hearings 5.0 $3,000.00

October 4, 2017 Analyze order entry matters U.S. Trustee Issues and Case

October 5, 2017 Analyze order entry matters U.S. Trustee Issues and Case

October 6, 2017 Respond to creditor inquiries Creditor Communications 0.5 $300.00

October 11, 2017 Analyze scheduling matters re class proofs of claim U.S. Trustee Issues and Case

October 16, 2017 Correspond with various parties re voting and respond to creditor inquiries Creditor Communications 1.0 $600.00

October 18, 2017 Correspond with various parties re class proofs of claim and respond to creditor

inquiries Creditor Communications 1.5 $900.00

October 19, 2017 Prepare for and attend hearing re class proofs of claim and related follow up Hearings 5.0 $3,000.00

October 23, 2017 Analyze scheduling matters U.S. Trustee Issues and Case

(43)

3

October 26, 2017 Analyze and respond to emergency hearing matter Hearings 2.0 $1,200.00

October 27, 2017 Prepare for and attend emergency hearing Hearings 2.0 $1,200.00

Total 25.0 $15,000.00

(44)

Houston, Texas 77025 [DATE]

GenOn Energy, Inc.

211 Carnegie Center Princeton, NJ 08540 Attention: Brian Curci

For legal services rendered through November 30, 2017 (see attached Description of Legal Services for detail)

$9,000.00

For expenses incurred through November 30, 2017 $0.00

(45)

November 3, 2017 Respond to creditor inquiries Creditor Communications 1.0 $600.00

November 3, 2017 Analyze scheduling matters re settlement motion U.S. Trustee Issues and Case

November 6, 2017 Analyze scheduling matters U.S. Trustee Issues and Case

November 7, 2017 Analyze filing matters U.S. Trustee Issues and Case

November 13, 2017 Analyze court administrative matters U.S. Trustee Issues and Case

November 17, 2017 Respond to creditor inquiries Creditor Communications 1.0 $600.00

Total 15.0 $9,000.00

(46)

Houston, Texas 77025 [DATE]

GenOn Energy, Inc.

211 Carnegie Center Princeton, NJ 08540 Attention: Brian Curci

$12,000.00

$0.00 For legal services rendered through December 12, 2017

(see attached Description of Legal Services for detail) For expenses incurred through December 12, 2017

(47)

December 7, 2017 Analyze Scheduling Matters U.S. Trustee Issues and Case

December 7, 2017 Analyze order entry matters U.S. Trustee Issues and Case

December 8, 2017 Prepare confirmation hearing courtroom U.S. Trustee Issues and Case

December 11, 2017 Prepare for confirmation hearing U.S. Trustee Issues and Case

December 12, 2017 Prepare for and attend confirmation hearing and related follow up U.S. Trustee Issues and Case

Total 20.0 $12,000.00

(48)

Exhibit E Proposed Order

(49)

)

) Re: Docket No.

ORDER GRANTING SECOND AND FINAL FEE APPLICATION OF ZACK A. CLEMENT PLLC AS LOCAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM

JUNE 14, 2017 THROUGH AND INCLUDING DECEMBER 12, 2017

Upon the fee application (the “Fee Application”)² of Zack A. Clement PLLC (the “Firm”), local counsel for the above-captioned debtors and debtors in possession (collectively, the

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Fee Application.