mew Doc 1895 Filed 12/10/17 Entered 12/10/17 20:38:14 Main Document Pg 1 of 16

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1 Pg 1 of 16 HEARING DATE AND RESPONSE DEADLINE To be Determined WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Edward Soto Robert S. Berezin Robert J. Lemons Garrett A. Fail Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x NOTICE OF DEBTORS MOTION TO ESTIMATE MAXIMUM AMOUNT OF UNLIQUIDATED CLAIMS FILED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY AND THE SOUTH CAROLINA PUBLIC SERVICE AUTHORITY UNDER BANKRUPTCY CODE SECTION 502(c) OR, IN THE ALTERNATIVE, PARTIAL OBJECTION TO CLAIMS 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 16 PLEASE TAKE NOTICE that a hearing on the annexed Debtors Motion to Estimate Maximum Amount of Unliquidated Claims Filed by South Carolina Electric & Gas Company and the South Carolina Public Service Authority Under Bankruptcy Code Section 502(c) or, in the Alternative, Partial Objection to Claims, dated December 10, 2017 (the Motion ) of Westinghouse Electric Company LLC and WECTEC Global Project Services Inc., and certain of their affiliates, as debtors and debtors in possession in the above captioned chapter 11 cases (collectively, the Debtors ) will be scheduled before the Honorable Michael E. Wiles, United States Bankruptcy Judge, in Room 617 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that any responses or objections (the Objections ) to the Motion must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules, and shall be filed with the Bankruptcy Court (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M-399 (which can be found at and (b) by all other parties in interest, on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the extent applicable, and served in accordance with General Order M-399 and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures [ECF No. 101]. PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to Motion, the Debtors may, on or after the Objection Deadline, submit to the 2

3 Pg 3 of 16 Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered with no further notice or opportunity to be heard. Dated December 10, 2017 New York, New York /s/ Robert S. Berezin Gary T. Holtzer Edward Soto Robert S. Berezin 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 3

4 Pg 4 of 16 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Edward Soto Robert S. Berezin Robert J. Lemons Garrett A. Fail Attorneys for Debtors and Debtors in Possession HEARING DATE AND RESPONSE DEADLINE To be Determined UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x DEBTORS MOTION TO ESTIMATE MAXIMUM AMOUNT OF UNLIQUIDATED CLAIMS FILED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY AND THE SOUTH CAROLINA PUBLIC SERVICE AUTHORITY UNDER BANKRUPTCY CODE SECTION 502(c) OR, IN THE ALTERNATIVE, PARTIAL OBJECTION TO CLAIMS 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

5 Pg 5 of 16 TO THE HONORABLE MICHAEL WILES, UNITED STATES BANKRUPTCY JUDGE Westinghouse Electric Company LLC ( WEC ), WECTEC Global Project Services Inc. ( WECTEC ), and certain of their affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), respectfully represent INTRODUCTION 1. The Debtors are working to propose a plan of reorganization that could result in a substantial, if not complete, recovery for general unsecured creditors. The success of their efforts requires greater certainty of the size of the pool of unsecured creditors. 2. South Carolina Electric & Gas Company ( SCE&G ), on behalf of itself and the South Carolina Public Service Authority (the PSA and collectively, the V.C. Summer Owners ), as co-owners of a nuclear power plant project in South Carolina (the V.C. Summer Project ), filed identical proofs of claim against each of WEC and WECTEC. See Proof of Claim Nos. 2440, 2444, 3088, 3089 (the Proofs of Claim ). The Proofs of Claim are unliquidated. They are based upon the Engineering, Procurement and Construction Agreement, between the V.C. Summer Owners, WEC and WECTEC, dated as of May 23, 2008, as amended (the EPC Agreement ). See Proofs of Claim, Addendum at The EPC Agreement contains a clear Maximum Total Liability provision. Specifically, pursuant to that provision, WEC s and WECTEC s total liability to the V.C. Summer Owners, whether arising under contract, tort or otherwise, cannot exceed an aggregate amount equal to 25% of the payments made to WEC or WECTEC as of the date of the event or circumstance giving rise to the claim. See EPC Agreement 17.2 (Maximum Total Liability; Time Limitation). 2

6 Pg 6 of The V.C. Summer Owners allege that WEC and WECTEC began to breach the EPC Agreement no later than the commencement of these cases. See Proofs of Claim, Addendum at 4, 5. As of the petition date, the V.C. Summer Owners had paid WEC approximately $6.7 billion under the EPC Agreement. Twenty-five percent of that amount is approximately $1.67 billion. Accordingly, the maximum amount that may be asserted either based on, arising out of, or in connection with the EPC Agreement by the Proofs of Claim is approximately $1.67 billion. 5. The Debtors have prosecuted these cases efficiently and with consideration for judicial economy. A prompt and efficient resolution of whether the clear, contractual liability cap applies to limit the maximum recovery under the Proofs of Claim is sufficient at this time to support WEC s successful exit from Chapter 11. It is not necessary at this juncture, and, indeed, may never be necessary, to burden these estates and its numerous creditors with prolonged and costly litigation over whether the claims should be allowed and, if so, at what amount. RELIEF REQUESTED 6. The Debtors request that the Court estimate the maximum allowable amount of the asserted general unsecured claims at $1,673, In the alternative, the Debtors respectfully request that the Court treat this motion as a limited objection to the Proofs of Claim, seeking a determination that the maximum liability cap applies to the asserted claims. In addition, the Debtors request the Court disallow and expunge Proof of Claim Nos and 3089 as duplicative of Proofs of Claim Nos and JURISDICTION 7. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court 3

7 Pg 7 of 16 pursuant to 28 U.S.C and The statutory bases for the relief requested herein are 11 U.S.C. 105(a) and 502. BACKGROUND I. The Proofs of Claim 8. The EPC Agreement is a prepetition agreement entered into on May 23, 2008, for the design and construction of the V.C. Summer Project On July 31, 2017, the V.C. Summer Owners announced publicly that they were abandoning construction of the V.C. Summer Project On August 31, 2017, the V.C. Summer Owners filed an identical, unsecured, and unliquidated claim against both WEC and WECTEC. See Proofs of Claim at Part 2, Nos. 7, The claims are described in a two-page addendum. It states that [t]he Claim is based upon the [EPC Agreement] between [SCE&G], for itself and as agent of the [PSA], as Owner and a Consortium consisting of [WEC] and [WECTEC], as Contractor [] for AP1000 Nuclear Power Plants dated as of May 23, 2008, as amended. Id. at Addendum, 1. The V.C. Summer Owners allege that prior to the filing of these cases, WEC and WECTEC anticipatorily breached the EPC Agreement. Proofs of Claim, Addendum at 4, 5. They further allege that after filing these cases, WEC and WECTEC failed to perform under the EPC Agreement. Proofs of Claim Addendum, 5. The V.C. Summer Owners assert[] against WEC any and all claims based upon, 2 The EPC Agreement was amended multiple times thereafter. Amendment No. 1 to the EPC Agreement was executed on August 10, Amendment No. 2 to the EPC Agreement was executed on November 14, Amendment No. 3 to the EPC Agreement was executed on April 30, The EPC Agreement was again amended on December 31, A copy of the EPC Agreement can be found in SCANA Corporation s Form 10-Q, filed May 25, See South Carolina Electric & Gas Company to Cease Construction and Will File Plan of Abandonment of the New Nuclear Project, https// last visited Dec. 5,

8 Pg 8 of 16 arising under, on account of, in connection with, or related to, the V.C. Summer Project and the EPC Agreement. Id. at 6. This purports to include any and all equitable and common law claims against WEC arising from, related to or in connection with its relationship or transactions with Claimant, including but not limited to, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and conversion. Id. II. The EPC Agreement Limitation of Liability 12. The EPC Agreement expressly limited WEC s and WECTEC s liability for any and all causes of action with respect to the V.C. Summer Project to be constructed under the EPC Agreement to 25% of payments made to WEC and WECTEC as of the date of the event giving rise the claim. See EPC Agreement 17.2 (Maximum Total Liability Time Limitation). In particular, the EPC Agreement states that 17.2 Maximum Total Liability; Time Limitation. WITH RESPECT TO A UNIT, [4] NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, CONTRACTOR'S AND CONTRACTOR INTERESTS [5] TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, ARISING OUT OF OR IN CONNECTION WITH THE WORK [6] OR THIS AGREEMENT, WHETHER BASED ON CONTRACT (INCLUDING BREACH, WARRANTY, INDEMNITY, ETC.), TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED AN AGGREGATE AMOUNT EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE PAYMENTS FOR SUCH UNIT THAT HAVE BEEN MADE TO CONTRACTOR AS OF THE DATE OF THE EVENT OR CIRCUMSTANCE 4 The term Unit means each AP1000 Nuclear Power Plant to be constructed hereunder at the Site. First Unit or Unit 2 refers to the first such Unit to be constructed and Second Unit or Unit 3 refers to the second such Unit to be constructed. EPC Agreement 1 at The term Contractor Interests means [WEC or WECTEC] and its (or their) members, and its (or their) respective Affiliates, successors and assigns, including any tier of the foregoing, its (or their) Subcontractors (including suppliers) of any tier, and employees of all the foregoing, this being limited to any activity connected in any way with this Agreement. Id. 1 at 3. 6 The term Work means the supervision, labor, Services, material, equipment, tools, vehicles, transportation, storage, design, engineering, procurement, site preparation, construction, installation, equipping, testing, and other things and actions to be supplied by or through Contractor necessary to furnish and install the Facility at the Site consistent with Contractor's Scope of Work and necessary to bring the Unit(s) to Final Completion subject to and in accordance with the terms of this Agreement. Id. 1 at 16. 5

9 Pg 9 of 16 Id. GIVING RISE TO THE CLAIM [7] (THE MAXIMUM LIABILITY AMOUNT [8] ). 13. As of the petition date, the V.C. Summer Owners had paid $6,693, to WEC and WECTEC pursuant to the EPC Agreement. See Dec. 10, 2017 Declaration of Lisa Donahue at 3. Accordingly, 25% of those payments made under the EPC Agreement is $1,673,375, III. The Toshiba Guaranty 14. Pursuant to the EPC Agreement, Toshiba Corporation ( Toshiba ) guaranteed the payment obligations of WEC relating to the V.C. Summer Project. See EPC Agreement 8.6 (Security for Payment and Performance); Guaranty of Toshiba at 1 ( Guarantor hereby unconditionally, irrevocably and absolutely guarantees to the Counterparty and its respective successors and permitted assigns, the prompt and complete payment, when due and owing, of the payment obligations of Westinghouse under the terms of the Agreement. ). 15. On July 27, 2017, Toshiba and the V.C. Summer Owners entered into a settlement agreement to resolve Toshiba s guaranty of WEC s obligations under the EPC Agreement. See Notice of Filing of Settlement Agreement Among Toshiba Corporation, South Carolina Electric & Gas Company, and the Southern Carolina Public Service Authority (ECF No. 1022) ( Toshiba Settlement ). Toshiba agreed to pay $2,168,000,000 in monthly installments, between October 2017 and September Id. at 1.1 (Agreed Amount), Schedule 2.2. The Agreed Amount may 7 The term Claim means any claim, dispute or other controversy arising out of or relating to this Agreement, including Change Disputes. Id. at 94. This definition comes from section 27.1, pursuant to the definitions. Id. 1 at 3 ( Claim has the meaning set forth in Section ). 8 The term Maximum Liability Amount has the meaning set forth in Section Id. 1 at 8. 9 Even if amounts paid in respect of the IAA were included, the V.C. Summer Owners paid WEC and WECTEC in total $7,113,800,000. Twenty-five percent of that amount is $1,778,450,000. See 12/10/17 Donahue Decl. at 3. 6

10 Pg 10 of 16 be reduced upon the occurrence of various events, including the satisfaction of mechanics liens paid or distributed from the estate of the Debtors. Id. at 1.1, 3.4. The Toshiba Settlement released Toshiba from any claims, damages or liabilities arising out of the EPC Agreement and the Guaranty of Toshiba. Id. 5.7 (Release). IV. V.C. Summer Owners Sell Their Claims 16. On September 28, 2017, notices were filed on the docket of these cases disclosing the V.C. Summer Owners sale and transfer of the Proofs of Claim to Citigroup Financial Products Inc. ( Citigroup ). See ECF Nos (Notices of Transfer of Claims). The V.C. Summer Owners sold their claims for $1.847 billion, or 91.5% of the Agreed Amount under the Toshiba Settlement. See SCANA Corporation (Form 10-Q) (filed September 27, 2017). BASIS FOR RELIEF 17. The Debtors are working to formulate a plan of reorganization that could result in complete recoveries for all unsecured creditors. A prolonged and costly litigation over whether the V.C. Summer Owners claims should be allowed and, if so, at what amount could jeopardize the Debtors ability to consummate this plan. This Court can promptly resolve whether the liability cap contained in the EPC Agreement applies to limit the maximum recovery under the Proofs of Claim to approximately $1.67 billion. 18. Under Section 502(c) of the Bankruptcy Code, this Court has the authority to estimate[] for purposes of allowance under this section any contingent or unliquidated claim, the fixing or liquidation of which, as the case may be, would unduly delay the administration of this case. 11 U.S.C. 502(c). Claims estimation is proper when, as here, fixing a contingent or unliquidated claim facilitates a quick and efficient reorganization. In re Adelphia Bus. Solutions, Inc., 341 B.R. 415, 422 (Bankr. S.D.N.Y. 2003) (claims estimation provides a means for a bankruptcy court to achieve reorganization, and/or distributions on claims, without awaiting the 7

11 Pg 11 of 16 results of legal proceedings that could take a very long time to determine ). Estimation has also been used specifically to cap the amount of a claim. See, e.g., In re Nw. Airlines Corp., No (ALG), 2008 WL , at *1 (Bankr. S.D.N.Y. July 25, 2008) (estimating the maximum amount of tort claim); see also In re Washington Mut., Inc., 442 B.R. 314, 341 (Bankr. D. Del. 2011) (setting maximum reserve amount and noting that if party was successful at trial in obtaining a claim larger than the estimate, their distribution would be capped at the estimated amount ). 19. [N]either the Code nor the Rules prescribes any method for estimating a claim, and it is therefore committed to the reasonable discretion of the court. Id. at 424; see also In re Ralph Lauren Womenswear, Inc., 197 B.R. 771, 775 (Bankr. S.D.N.Y. 1996). An estimate necessarily implies no certainty; it is not a finding or a fixing of an exact amount. It is merely the court s best estimate for the purpose of permitting the case to go forward and thus not unduly delaying the matter. In re Windsor Plumbing Supply Co., Inc., 170 B.R. 503, 521 (Bankr. E.D.N.Y. 1994) (citing In re Nova Real Estate Inv. Trust, 23 B.R. 62, 66 (Bankr. E.D. Va. 1982)). 20. Alternatively, the court should treat this motion as a limited objection to the Proofs of Claim seeking a determination that the maximum liability cap of $1,673, applies to the asserted claims. 10 See, e.g., In re Energy Future Holdings Corp., 540 B.R. 109, 124 (Bankr. D. Del. 2015) (sustaining debtor s partial objection to proof of claim and limiting the claim amount); In re Sheba Realty Corp., No DTE, 2014 WL , at *1 (Bankr. E.D.N.Y. Mar. 27, 2014) (sustaining partial objection to proof of claim by capping the claim interest at the predefault interest rate); In re SLT Warehouse Co., 130 B.R. 79, (Bankr. E.D. Mo. 1991) 10 Under Federal Rule of Bankruptcy Procedure 3007, WEC may object to multiple claims filed by the same entity. See Fed. R. Bankr. P. 3007(d) ( [O]bjections to more than one claim may be joined in an omnibus objection if all the claims were filed by the same entity ). 8

12 Pg 12 of 16 ( Debtor not prohibited from asserting the terms of the limitation of liability agreement as a basis for its objection to the Creditor s claims ). 21. The maximum amount at which the claims could possibly be allowed cannot exceed the liability cap in the EPC Agreement, to which they are bound. See, e.g., Proof of Claims at 1 ( This Claim is based upon the Engineering, Procurement and Construction Agreement between South Carolina Electric & Gas Company for AP1000 Nuclear Power Plants dated as of May 23, 2008 ); id. at 6 ( By this Proof of Claim, Claimant hereby asserts against WEC any and all claims based upon, arising under, on account of, in connection with, or related to, the VC Sumer Project and the EPC Agreement. ). 22. Under the EPC Agreement, WEC s and WECTEC s aggregate liability with respect the V.C. Summer Project cannot exceed the liability cap regardless of whether such liability arises from contract, tort or otherwise. See EPC Agreement 17.2 (Maximum Total Liability). WEC s liability is limited to 25% of the amount paid to WEC at the time of the event or circumstance giving rise to the claim. Id. 23. Based on the V.C. Summer Owners Proofs of Claim, the relevant event or circumstance, WEC s and WECTEC s alleged breach of the EPC Agreement, began no later than the petition date. Proofs of Claims, Addendum at 4 ( WEC also advised the VC Summer Owners that it intended to enter Chapter 11, and upon filing, to cease all construction activities on the VC Summer Project and to reject the EPC Agreement. This declaration constituted an anticipatory repudiation and material breach of the EPC Agreement. ). Accordingly, the maximum amount at which the claims could possibly be allowed is approximately $1.67 billion or 25% of the amount paid to WEC as of the Chapter 11 filing (i.e., $6.7 billion). 9

13 Pg 13 of The Debtors further object to Proofs of Claim Nos and 3089, filed by Citigroup, which duplicate Proofs of Claim Nos and 2444, filed by SCE&G. Under 11 U.S.C. 502(b), a duplicate claim must be disallowed and expunged. RESERVATION OF RIGHTS 25. The Debtors reserve all right to dispute the Proofs of Claims in their entirety and to submit a supplemental objection to the Proofs of Claim. See In re Best Payphones, Inc., 523 B.R. 54, (Bankr. S.D.N.Y. 2015) (holding that a party does not waive objections to proofs of claim unless the party demonstrates a clear intent to abandon its arguments). The Debtors further reserve all rights to conduct discovery and supplement this and other filings with respect to any claim asserted by the V.C. Summer Owners. CONCLUSION WHEREFORE, for the reasons set forth above, the Debtors request that the Court enter an order granting the relief requested herein, estimating or otherwise limiting the maximum amount of the Proofs of Claim to be $1,673,375.00, disallowing and expunging Proofs of Claim Nos and 3089, and granting the Debtors further relief as is just. Dated December 10, 2017 New York, New York /s/ Robert S. Berezin Gary T. Holtzer Edward Soto Robert S. Berezin 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 10

14 Pg 14 of 16 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. 502(c) AND 105 ESTIMATING MAXIMUM AMOUNT OF UNLIQUIDATED CLAIMS FILED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY AND THE SOUTH CAROLINA PUBLIC SERVICE AUTHORITY Upon the Debtors Motion to Estimate Maximum Amount of Unliquidated Claims Filed by South Carolina Electric & Gas Company and the South Carolina Public Service Authority Under Bankruptcy Code Section 502(c) or, in the Alternative, Partial Objection to Claims, dated December 10, 2017 [Docket No. [_]] (the Motion ) of Westinghouse Electric Company LLC and WECTEC Global Project Services Inc., and certain of their affiliates, as debtors and debtors in possession in the above captioned chapter 11 cases (collectively, the Debtors ), and the Declaration of Lisa J. Donahue in Support of Debtors Motion to Estimate Maximum Amount of Unliquidated Claims Filed by South Carolina Electric & Gas Company and the South Carolina Public Service Authority Under Bankruptcy Code Section 502(c) or, in the 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

15 Pg 15 of 16 Alternative, Partial Objection to Claims, dated December 10, 2017 (the Declaration ); and the Court having 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 requested relief being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided; 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 ); at which time all interested parties were offered an opportunity to be heard; and upon the Declaration; 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, IT IS HEREBY ORDERED THAT 1. The Motion is granted. 2. The maximum amount for which proof of claim numbers 2440 and 2444 may be allowed is 1,673,375.00, and all parties rights to further object to or to estimate the proofs of claim in a lower amount, are preserved. 3. Proof of claim numbers 3088 and 3089 are hereby disallowed as duplicative. 2

16 Pg 16 of The notice provided by the Debtors of the Motion and the relief requested therein constitutes due and sufficient notice thereof. 5. The Debtors are authorized to take all action necessary to the relief granted in this Order. 6. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order. Dated, 2017 New York, New York UNITED STATES BANKRUPTCY JUDGE 3