mew Doc 1759 Filed 11/15/17 Entered 11/15/17 12:44:23 Main Document Pg 1 of 5

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1 Pg 1 of 5 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 ORDER PURSUANT TO 11 U.S.C. 503(b)(9) AND 105(a) (I) APPROVING PROCEDURES FOR THE RESOLUTION AND SATISFACTION OF CLAIMS ASSERTED PURSUANT TO 11 U.S.C. 503(b)(9) AND (II) PROHIBITING VENDORS FROM PURSUING SUCH CLAIMS OUTSIDE THE PROCEDURES Upon the motion, dated October 31, 2017 (the Motion ), of Westinghouse Electric Company LLC ( WEC ) and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), pursuant to sections 503(b)(9) and 105(a) of the Bankruptcy Code, for an order approving the procedures (the Procedures ) for the assertion of unpaid claims pursuant to section 503(b)(9) of the Bankruptcy Code (the 503(b)(9) Claims ) that were filed by September 1, 2017 at 5:00 p.m. (Eastern Time) (the Bar Date ) and prohibiting vendors or other parties (collectively, the Vendors ) from pursuing 503(b)(9) Claims outside of the Procedures, all as more fully set forth in the Motion; and the Court having 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 5 jurisdiction to consider the Motion and the relief requested therein in accordance with 28. U.S.C. 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the Notice Parties; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having held a hearing to consider the relief requested in the Motion (the Hearing ); and the record of the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, creditors, and all parties in interest, and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Motion is granted; and it is further ORDERED that the following Procedures, which are hereby approved and authorized in their entirety, shall apply to all 503(b)(9) Claims: (a) (b) The Debtors are authorized to negotiate with any Vendor who has filed a Claim by the Bar Date asserting a 503(b)(9) Claim and to seek an agreement resolving such Vendor s 503(b)(9) Claim; If the Debtors and the applicable Vendor have not reached agreement regarding such Vendor s 503(b)(9) Claim within 30 days of a Vendor providing written notice to Debtors counsel that it is initiating negotiations with the Debtors on such Vendor s 503(b)(9) Claim, such Vendor shall be permitted to deliver the Debtors a written request for hearing with respect to such Vendor s 503(b)(9) Claim, and, if the parties cannot resolve such 503(b)(9) Claim within 14 days of the receipt of such request, the Debtors will schedule the

3 Pg 3 of 5 matter for a hearing by the Court no later than 60 days after the date of such request; (c) (d) (e) To the extent a 503(b)(9) Claim is agreed between the Debtors and a Vendor, such 503(b)(9) Claim will be allowed and satisfied pursuant to and as set forth in such chapter 11 plan as shall be confirmed by the Court, pursuant to any agreement between the Debtors and the holder of a 503(b)(9) Claim, or as otherwise ordered by the Court after notice and an opportunity for a hearing; provided that the Debtors reserve the right to exercise any lawful right of setoff against any 503(b)(9) Claim; Notwithstanding the foregoing, to the extent the Debtors and a Vendor reconcile a Vendor s 503(b)(9) Claim without the need for a hearing by the Court, the Debtors shall be authorized, but not directed, in their discretion, to enter into a stipulation to allow such Vendor s 503(b)(9) Claim, and to pay such allowed 503(b)(9) Claim if the Debtors determine it is in the estates best interests to do so; provided that the Debtors shall provide three (3) days advance notice and opportunity to object to the Statutory Unsecured Claimholders Committee, the United States Trustee, and the lenders under the DIP Facility Agreement [ECF No. 86] (the DIP Lenders ) before paying any 503(b)(9) Claim in an aggregate amount greater than $100,000. Such stipulation will not be required to be filed on the Court s docket. In the event an objection is lodged by the Statutory Unsecured Claimholders Committee, the United States Trustee, or the DIP Lenders and such objection is not resolved after good faith negotiations, the Debtors and the objecting party are authorized to seek expedited relief from the Court with respect to the disputed payment; and On a monthly basis, beginning on January 31, 2018, the Debtors will provide the Statutory Unsecured Claimholders Committee, the United States Trustee, and the DIP Lenders with a separate report of all settlements of 503(b)(9) Claims entered into in the preceding calendar month. ORDERED that the foregoing Procedures are the sole and exclusive method for the resolution, allowance and satisfaction of 503(b)(9) Claims against the Debtors and that all Vendors are prohibited from using any other means for the resolution, allowance or satisfaction of 503(b)(9) Claims against the Debtors, including, without limitation, the filing of a motion for allowance, or to compel payment, of any 503(b)(9) Claim; and it is further

4 Pg 4 of 5 ORDERED that to the extent a Vendor asserting a 503(b)(9) Claim has been paid pursuant to another order entered by the Court in these chapter 11 cases or such claim has otherwise been satisfied, the Procedures shall not apply and any such 503(b)(9) Claim shall be deemed withdrawn without the need for any application to, or further order of, the Court; and it is further ORDERED that in the event a Vendor timely prepared and submitted a proof of 503(b)(9) Claim in accordance with the Debtors Bar Date Order 2 and it is later determined that such claim is not entitled to administrative expense status pursuant to section 503(b)(9) of the Bankruptcy Code, such proof of 503(b)(9) Claim shall be deemed a timely filed proof of general unsecured claim under the Debtors Bar Date Order. The Debtors reserve the right to object to any such general unsecured claim and to exercise any lawful right of setoff against any such claim; and it is further ORDERED that notwithstanding anything to the contrary contained herein, (a) any payment to be made, or authorization contained, hereunder shall be subject to the requirements imposed on the Debtors under the Debtors postpetition financing agreements (the DIP Documents ) and any orders approving the DIP Documents and governing the Debtors use of cash collateral (including with respect to any budgets governing or relating thereto) and (b) to the extent there is any inconsistency between the terms of such orders approving the DIP Documents or the Debtors use of cash collateral and any action taken or proposed to be taken hereunder, the terms of such orders approving the DIP Documents and use of cash collateral shall control; and it is further 2 Order Pursuant to 11 U.S.C. 502(b)(9), Fed. R. Bank. P and 3003(c)(3), and Local Rule (i) Establishing Deadline for Filing Proofs of Claim and Procedures Relating Thereto and (ii) Approving Form and Manner of Notice Thereof [Docket No. 788] (the Bar Date Order ).

5 Pg 5 of 5 ORDERED that nothing in this Order shall constitute an admission of the validity, nature, amount or priority of any claim asserted in these cases; and it is further ORDERED that notwithstanding entry of this Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by, any party; and it is further ORDERED that Yancey Bros. Co. s rights with respect to its Motion for Allowance and Immediate Payment of Administrative Expense Claim Pursuant to 503(a), (b)(1) and (b)(9) [ECF No. 1477], which has been adjourned by agreement with the Debtors to December 13, 2017, are hereby reserved and shall not be prejudiced by entry of this Order; and it is further ORDERED that Owen Industries, Inc. d/b/a/ Paxton & Vierling Steel Co, s rights with respect to its Motion for Allowance and Immediate Payment of Administrative Expense Claim Pursuant to 503(a), (b)(1) and (b)(9) [ECF No. 1446], which has been adjourned by agreement with the Debtors to December 13, 2017, are hereby reserved and shall not be prejudiced by entry of this Order. ORDERED that entry of this Order is without prejudice to the Debtors rights to seek entry of an order modifying or supplementing the relief granted herein; and it is further ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the interpretation and/or implementation of this Order. Dated: November 15, 2017 New York, New York s/michael E. Wiles HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE