mew Doc 1619 Filed 10/26/17 Entered 10/26/17 11:31:13 Main Document Pg 1 of 6

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1 Pg 1 of 6 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Gary T. Holtzer Robert J. Lemons Garret A. Fail Attorneys for Debtors and Debtors in Possession TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone: (212) Facsimile: (212) Albert Togut Kyle J. Ortiz Brian F. Moore Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Ltd. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No (MEW) : Debtors. 1 : (Jointly Administered) x STIPULATION, AGREEMENT, AND ORDER BETWEEN THE DEBTORS AND CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC. Westinghouse Electric Company LLC ( WEC ) and certain of their affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), and Consolidated Electrical Distributors, Inc., ( Claimant, and together with the Debtors, the Parties and, each, a Party ), by and through their respective counsel, hereby 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 Pg 2 of 6 enter into this stipulation, agreement, and proposed order (the Stipulation ) and represent and agree as follows: RECITALS 1. On March 29, 2017 (the Petition Date ), each Debtor commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 2. The Debtors chapter 11 cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). 3. On April 7, 2017, the United States Trustee for Region 2 appointed the Official Committee of Unsecured Creditors pursuant to section 1102 of the Bankruptcy Code. 4. Additional information regarding the Debtors business, capital structure, and the circumstances leading to the commencement of these chapter 11 cases is set forth in the Declaration of Lisa J. Donahue Pursuant to Rule of the Local Bankruptcy Rules for the Southern District of New York [ECF No. 4], sworn to and filed on the Petition Date. 5. Prior to the Petition Date, Stone & Webster Construction, Inc., as Purchaser (the Debtor Recipient ), issued to Claimant, as Seller, purchase order number WVS (the Purchase Order ), in connection with the V.C. Summer Nuclear Station near Columbia, South Carolina (the Project ). 6. Pursuant to the Purchase Orders, Claimant supplied to Debtor Recipient goods covered by the Purchase Orders, and Claimant issued to Debtor Recipient invoice number , which remains due and owing, for goods received by Debtor Recipient, within 20 2

3 Pg 3 of 6 days before the Petition Date, in which Claimant sold the goods to Debtor Recipient in the ordinary course of its business. 7. On August 7, 2017, Claimant filed a motion seeking allowance and payment of its claims [ECF No. 1097] (the Motion ), asserting a total administrative expense of $61, (the Asserted Claims ), in connection with the Project. 8. The Parties agree and submit that, as of the date hereof, all of the Asserted Claims are valid administrative expense claims within the meaning of section 503(b)(9) of the Bankruptcy Code (the Validated Administrative Expense Claim ). 9. In light of the foregoing, the Parties have agreed, subject to approval of the Bankruptcy Court, to resolve the Motion and the Validated Administrative Expense Claim as set forth below. IT IS HEREBY ORDERED, STIPULATED, AND ADJUDGED AS FOLLOWS: 1. This Stipulation shall be effective and binding immediately upon entry of the Stipulation by the Bankruptcy Court (the Effective Date ). 2. From and after the Effective Date, pursuant to this Stipulation, the Validated Administrative Expense Claim shall be allowed as an administrative expense claim pursuant to 11 U.S.C. 503(b)(9) in the amount of $61, The Validated Administrative Expense shall be paid in accordance with a plan of reorganization to be confirmed by the Bankruptcy Court in the Debtors chapter 11 cases (the Plan ). 4. Upon the Effective Date, the Motion shall be deemed resolved. 3

4 Pg 4 of 6 5. This Stipulation contains the entire agreement between the Parties and supersedes all prior agreements and undertakings between the Parties thereto. 6. This Stipulation may be signed in counterpart originals, which, when fully executed, shall constitute a single original. 7. Nothing in this Stipulation shall be considered an admission of any breach, wrongdoing, negligence, omission, liability or fault on the part of either of the Parties. The Parties are entering into this Stipulation as a commercial compromise on disputed claims and solely to resolve the claims that are addressed herein. Nothing in this Stipulation, nor anything done pursuant hereto, shall be deemed or construed as modifying, or establishing any precedent, interpretation, or course of dealing under any contract or agreement made between the Parties. 8. This Stipulation may not be modified other than by a signed writing executed by the parties hereto or by further order of the Bankruptcy Court. 9. Each person who executes this Stipulation on behalf of a party hereto represents that he is duly authorized to execute this Stipulation on behalf of such party. 10. The Debtors are authorized to execute, deliver, implement, and fully perform any and all obligations, instruments and papers and to take any and all actions reasonably necessary or appropriate to perform any and all of the Debtors obligations set forth in, or contemplated by, this Order. 11. Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall create, nor is intended to create, any rights in favor of, or enhance the status of any claim held by, any person. 4

5 Pg 5 of Other than as provided for herein, is hereby deemed to have waived any and all claims against the Debtors and the Debtors bankruptcy estates on account of, arising out of, or related to the Validated Administrative Expense Claim. 13. The Stipulation and all of the provisions hereof shall be binding upon and shall insure to the benefit of all Parties, and each of their respective successors or assigns. 14. The Bankruptcy Court will retain exclusive jurisdiction over all disputes arising from or relating to this Stipulation. Dated: New York, New York October 13, 2017 By: /s/ Robert J. Lemons Gary T. Holtzer Robert J. Lemons Garrett A. Fail WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Attorneys for Debtors and Debtors in Possession Dated: Jacksonville, Florida October 13, 2017 By: /s/ Katherine C. Fackler Katherine C. Fackler (Admitted pro hac vice) Jacob A. Brown AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL Tel.: (904) Fax: (904) Attorneys for Consolidated Electrical Distributors, Inc. -and- Albert Togut Kyle J. Ortiz Brian F. Moore TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone: (212) Facsimile: (212) Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited 5

6 Pg 6 of 6 SO ORDERED Dated: October 26, 2017 New York, New York s/michael E. Wiles THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE 6