mew Doc 985 Filed 07/24/17 Entered 07/24/17 18:45:10 Main Document Pg 1 of 20

Transcription

1 Pg 1 of 20 Presentment Date and Time: August 10, 2017 at 11:00 a.m. (Eastern Time) Objection Deadline: August 3, 2017 at 4:00 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): To be determined by the Bankruptcy Court THE ANNEXED MOTION SEEKS TO REJECT CERTAIN EXECUTORY CONTRACTS. PARTIES RECEIVING THIS NOTICE SHOULD REVIEW THE MOTION TO SEE IF THEIR CONTRACTS ARE INCLUDED IN THE MOTION AND/OR THE EXHIBIT ATTACHED THERETO TO DETERMINE WHETHER THE MOTION AFFECTS THEIR CONTRACTS. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Gary T. Holtzer 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 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 20 NOTICE OF PRESENTMENT OF SECOND OMNIBUS MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) AND 105(a) FOR AUTHORITY TO REJECT CERTAIN NON-ASSUMED EXECUTORY CONTRACTS RELATED TO VOGTLE PROJECT PLEASE TAKE NOTICE that on August 10, 2017 at 11:00 a.m. (Eastern Time), the undersigned will present the annexed Second Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Non-Assumed Executory Contracts Related to the Vogtle Project, dated July 24, 2017 (the Motion ), to 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 ( Objections ) to the Motion shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, shall be filed with the Bankruptcy Court (i) 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 (ii) 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 shall be 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 entered on April 4, 2017 [ECF No. 101] so as to be so filed and received no later than August 3, 2017 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 2

3 Pg 3 of 20 PLEASE TAKE FURTHER NOTICE that if no Objections to the Motion are received by the Objection Deadline, the Bankruptcy Court may enter an order granting the relief sought without further notice. PLEASE TAKE FURTHER NOTICE if one or more Objections are received by the Objection Deadline, the Bankruptcy Court may enter an order granting the relief requested in the Motion, except for relief that impacts any party with a pending Objection, and that if a written Objection is timely filed and served, a hearing (the Hearing ) will be held to consider such Objection(s) before the Honorable Michael E. Wiles in the Bankruptcy Court, on a date and time to be determined by the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend the Hearing, and failure to appear may result in relief being granted upon default. Dated: July 24, 2017 New York, New York /s/ Garrett A. Fail 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 3

4 Pg 4 of 20 Presentment Date and Time: August 10, 2017 at 11:00 a.m. (Eastern Time) Objection Deadline: August 3, 2017 at 4:00 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): To be determined by the Bankruptcy Court THIS MOTION SEEKS TO REJECT CERTAIN EXECUTORY CONTRACTS. PARTIES RECEIVING THIS MOTION SHOULD REVIEW THIS MOTION TO SEE IF THEIR CONTRACTS ARE INCLUDED IN THIS MOTION AND/OR THE EXHIBIT ATTACHED HERETO TO DETERMINE WHETHER THIS MOTION AFFECTS THEIR CONTRACTS. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Gary T. Holtzer 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 LLC, et al., : Case No (MEW) : Debtors. 1 : (Jointly Administered) x 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 20 SECOND OMNIBUS MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) AND 105(a) FOR ENTRY OF ORDER AUTHORIZING DEBTORS TO REJECT CERTAIN NON- ASSUMED EXECUTORY CONTRACTS RELATED TO THE VOGTLE PROJECT TO THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE: 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 or Westinghouse ), respectfully represent as follows in support of this motion (the Motion ): Preliminary Statement 1. On June 23, 2017, the Debtors filed a motion [ECF No. 769] (the Vogtle Project Motion ) 2 seeking authority to, among other things, enter into and perform under a Services Agreement, reject the Vogtle EPC, and transfer certain executory contracts to the Vogtle Owners under the terms of the Services Agreement. 2. On July 14, 2017, the Debtors filed a motion [ECF No. 916] (the Initial Subcontract Rejection Motion ) seeking approval to reject a number of subcontracts and purchase orders (the Initial Rejected Subcontracts ) related to the Vogtle Project that the Vogtle Owners did not agree to assume pursuant to the Services Agreement. 3. At a hearing on July 18, 2017, the Court approved the Vogtle Project Motion, and an order approving the relief sought was entered on July 20, Upon the effectiveness of the Services Agreement, the Initial Rejected Subcontracts, as well as certain other executory contracts identified on Exhibit A attached hereto (the Rejected Subcontracts ) will become unnecessary and burdensome to the Debtors. As 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Vogtle Project Motion. 2

6 Pg 6 of 20 indicated on Exhibit A hereto, certain of the Rejected Subcontracts were initially slated for assumption by the Debtors, but upon further review following the filing of the Initial Subcontract Rejection Motion, the Vogtle Owners determined that they did not want to take such contracts. Accordingly, by this Motion, the Debtors seek to reject the Rejected Subcontracts, effective nunc pro tunc to the effective date of the Services Agreement (the Effective Date ). 5. As stated in the Initial Subcontract Rejection Motion, rejection of these contracts is necessary to avoid the incurrence of claims for goods or services related to the Vogtle Project that would not result in a corresponding benefit to the Debtors estates. Accordingly, the Debtors believe that authority to reject the Rejected Subcontracts is in the best interests of the Debtors, their estates, and all parties in interest. Relief Requested 6. Pursuant to sections 365(a) and 105(a) of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), Westinghouse respectfully requests authorization to reject the Rejected Subcontracts, nunc pro tunc to the Effective Date. 7. A proposed form of order granting the relief requested herein is annexed hereto as Exhibit B (the Proposed Order ). Jurisdiction 8. The 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 the Court pursuant to 28 U.S.C and Background 9. On March 29, 2017 (the Petition Date ), each Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are 3

7 Pg 7 of 20 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. 10. The Debtors chapter 11 cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ). 11. On April 7, 2017, the United States Trustee for Region 2 appointed the Official Committee of Unsecured Creditors (the UCC ) pursuant to section 1102 of the Bankruptcy Code. 12. 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, sworn to and filed on the Petition Date (the First Day Declaration ) [ECF No. 4]. 13. Information regarding the facts and circumstances surrounding this Motion is set forth in the (i) Declaration of Lisa J. Donahue in Support of Motion of Debtors for Entry of Order Authorizing Debtors to (I) Enter into Services Agreement with Vogtle Owners, (II) Assume and Assign Certain Executory Contracts to Vogtle Owners, (III) Assume and Amend Certain Executory Contracts, and (IV) Reject the Vogtle EPC Contract [ECF No. 770] (the June 23 Declaration ) and (ii) Declaration of Lisa J. Donahue in Support of Omnibus Motion of Debtors for Authority to Reject Certain Non-Assumed Executory Contracts Related to the Vogtle Project [ECF No. 917] (the July 14 Declaration ). 4

8 Pg 8 of 20 Relief Requested Should Be Granted A. Rejection of the Rejected Subcontracts Is a Valid Exercise of the Debtors Business Judgment and in the Best Interests of the Debtors Estates 14. As discussed in the First Day Declaration, the Vogtle Project Motion, and the Initial Subcontract Rejection Motion, expenditures associated with the Vogtle Project created a significant prepetition liquidity crisis for Westinghouse. 15. With the effectiveness of the Services Agreement pending, the Vogtle Interim Agreement expiring, and the Vogtle Owners having determined that they do not want the Rejected Subcontracts, the Debtors will have no use for the Rejected Subcontracts. Accordingly, it is in the best interests of the Debtors to reject these contracts. 16. Section 365(a) of the Bankruptcy Code provides that a debtor in possession, subject to the court s approval, may assume or reject any... executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). The standard applied to determine whether the rejection of an executory contract or unexpired lease should be authorized is the business judgment standard. See COR Route 5 Co. v. Penn Traffic Co. (In re Penn Traffic Co.), 524 F.3d 373, 383 (2d Cir. 2008); In re Old Carco LLC, 406 B.R. 180, 188 (Bankr. S.D.N.Y. 2009); Nostas Assocs. v. Costich (In re Klein Sleep Prods., Inc.), 78 F.3d 18, 25 (2d Cir. 1996) (holding that the business judgment test is appropriate for determining when executory contract can be rejected); NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984) (recognizing business judgment as the appropriate standard used to approve rejection of executory contracts or unexpired leases). The business judgment standard is not a strict standard; in the context of executory contracts, it requires only a showing that rejection of the executory contract or unexpired lease will benefit the debtor s estate. See In re Helm, 335 B.R. 528, 538 (Bankr. S.D.N.Y. 1996); In re Balco Equities, Inc., 323 B.R. 85, 99 (Bankr. S.D.N.Y. 2009). Under the 5

9 Pg 9 of 20 business judgment standard, a debtor s decision with respect to an executory contract must be summarily affirmed unless it is the product of bad faith, or whim or caprice. Old Carco LLC, 406 B.R. at 190 (quoting In re Trans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D. Del. 2001)). 17. It is generally understood that [w]here the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtor s conduct. Comm. of Asbestos- Related Litigants and/or Creditors v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986). If a valid business justification exists, there is a strong presumption that the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company. In re Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985)), appeal dismissed, 3 F.3d 49 (2d Cir. 1993). The burden of rebutting this presumption falls to parties opposing the proposed exercise of a debtor s business judgment. Id. (citing Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984)). 18. In the current circumstances, continued performance or assumption of the Rejected Subcontracts would be wasteful. Without an agreement with the Vogtle Owners or a third party to reimburse the Debtors or assume Westinghouse s obligations under the Rejected Subcontracts (pursuant to section 365 the Bankruptcy Code or otherwise), rejection of such agreements in connection with the transition to the Services Agreement is a valid exercise of the Debtors business judgment, is the best course of action for the Debtors estates, and should be approved. 6

10 Pg 10 of 20 B. Rejection as of the Effective Date of the Services Agreement Is Appropriate 19. Pursuant to sections 105(a) and 365 of the Bankruptcy Code, the Debtors seek to effectuate rejection of the Rejected Subcontracts as of the Effective Date. This timing will permit Westinghouse to avoid expenses related to the Rejected Subcontracts, which provide no benefit to the Debtors estates, from and after the time at which the Debtors will not be reimbursed for such costs (i.e., the expiration of the Vogtle Interim Agreement). Absent retroactive rejection of the Rejected Subcontracts, parties might claim that the Debtors are liable for obligations or expenses under the Rejected Subcontracts incurred after the expiry of the Vogtle Interim Agreement, to the detriment of the Debtors estates and creditors. Notice of this motion will be provided to the non-debtor counterparties of the Rejected Subcontracts in advance of the effectiveness of the Services Agreement. 20. Permitting the rejection to occur as of a prior-dated effective date is consistent with prior rulings in this and other circuits. See, e.g., Adelphia Bus. Solutions, Inc. v. Abnos, 482 F.3d 602 (2d Cir. 2007) (upholding bankruptcy court ruling that rejection of an unexpired lease was retroactive to date of hearing on motion to reject, even though the order to reject was not entered until nearly 33 months later); In re The Great Atl. & Pac. Tea Co., Inc., No (Bankr. S.D.N.Y. Dec. 15, 2010) (authorizing retroactive rejection of dark leases where debtors had surrendered keys to lease counterparties); In re The Reader s Digest Ass n, Inc., No (Bankr. S.D.N.Y. Sept. 17, 2009) (approving retroactive rejection of unexpired leases); BP Energy Co. v. Bethlehem Steel Corp., 2002 WL , at *3 (S.D.N.Y. Nov. 15, 2002) (finding that retroactive rejection is valid when balance of equities favor such treatment); In re Jamesway Corp., 179 B.R. 33, 36 (S.D.N.Y. 1995) (stating that section 365 does not include restrictions on the manner in which the court can approve 7

11 Pg 11 of 20 rejection ); see also Thinking Mach. Corp. v. Mellon Fin. Servs. (In re Thinking Mach. Corp.), 67 F.3d 1021, 1028 (1st Cir. 1995) (approving retroactive orders of rejection where balance of equities favors such relief); Pacific Shores Dev., LLC v. At Home Corp. (In re At Home Corp.), 392 F.3d 1064 (9th Cir. 2004) (applying the In re Thinking Mach. Corp. ruling and upholding a retroactive order to reject unexpired lease even though the lessor had not retaken the premises). 21. Furthermore, section 105(a) of the Bankruptcy Code allows the bankruptcy court to craft flexible remedies that, while not expressly authorized by the [Bankruptcy] Code, effect the result the [Bankruptcy] Code was designed to obtain. In re Combustion Eng g, Inc., 391 F.3d 190, (3d Cir. 2004) (citing Official Comm. of Unsecured Creditors of Cybergenics Corp. ex rel. Cybergenics Corp. v. Chinery, 330 F.3d 548, 568 (3d Cir. 2003)). Section 105(a) provides additional authority to the Court to grant the relief requested herein. 22. An order approving rejection of the Rejected Subcontracts as of the Effective Date will relieve the Debtors from onerous obligations while being fair and equitable to all parties because the Debtors have given advance notice of their intent to reject the Rejected Subcontracts to the applicable counterparties. Reservation of Rights 23. Nothing contained in this Motion or any actions taken by the Debtors pursuant to relief granted is intended or should be construed as: (i) an admission as to the validity of any claim against the Debtors, including, without limitation, from the Vogtle Owners or the Rejected Subcontract counterparties; (ii) a waiver or limitation of the Debtors rights under the Bankruptcy Code or any other applicable law, including, without limitation, any right to assert a claim, cause of action, or right of set-off which may exist now or hereafter against any party; 8

12 Pg 12 of 20 (iii) an admission that the Rejected Subcontracts or any other contract that may be rejected by the Debtors in the future are integrated with any other contract or lease; (iv) a waiver of the Debtors rights to dispute the amount of, basis for, or validity of any claim, including any rejection damages claim; (v) a waiver by the Debtors of their right to dispute or assert that the Rejected Subcontracts or any other contract were terminated prior to the effective date of the Services Agreement; (vi) a waiver or limitation of the Debtors right to assert at a later date that the Rejected Subcontracts or any other contract is not an executory contract or unexpired lease, or (vii) a concession or evidence that the Rejected Subcontracts or any other contract identified herein have not expired, been terminated, or otherwise currently are not in full force and effect. The Debtors reserve all rights to amend or supplement the list of Rejected Subcontracts prior to the entry of the Proposed Order, or seek relief from the Court to assume, assign, or reject any additional executory contract related to the Vogtle Project. Notice 24. Notice of this Motion will be provided in accordance with 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]. The Debtors submit that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 25. No previous request for the relief sought herein has been made by the Debtors to this or any other court. 9

13 Pg 13 of 20 WHEREFORE the Debtors respectfully request entry of the Proposed Order granting the relief requested herein and such other and further relief as the Court may deem just and appropriate. Dated: July 24, 2017 New York, New York /s/ Garrett A. Fail 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 10

14 Pg 14 of 20 Exhibit A Rejected Subcontracts

15 Pg 15 of 20 Exhibit A Rejected Subcontracts Contract ID Purchase Order/ SAP Contract ID Subcontract PO Debtor Counterparty Description Notes Westinghouse Electric Company LLC EXELON POWERLABS - COATESVILLE Calibration for Testers, Actuator Moved from Assumption/Assignment Schedules MP05.01 WSPM WECTEC Global Project Services, Inc. FLOWSERVE - NC MP05.01 Replacement Parts Moved from Assumption/Assignment Schedules Westinghouse Electric Company LLC FLOWSERVE CORP CVS Makeup Pumps Moved from Assumption/Assignment Schedules Westinghouse Electric Company LLC FLOWSERVE CORP RNS Centrifugal Normal RHR Pumps Moved from Assumption/Assignment Schedules Westinghouse Electric Company LLC FLOWSERVE CORP - COOKEVILLE TN Ball and Plug Valves, ASME B16.34 Moved from Assumption/Assignment Schedules Westinghouse Electric Company LLC FLOWSERVE CORP - VERNON CA PCS Recirculation Pumps Moved from Assumption/Assignment Schedules Westinghouse Electric Company LLC FLOWSERVE CORP - VERNON CA PCS Recirculation Pumps Moved from Assumption/Assignment Schedules P WSPM WECTEC Global Project Services, Inc. FLOWSERVE PUMP DIVISION Inspection / Refurbishment Services for RWS and CWS Moved from Assumption/Assignment Schedules Pumps and Motors J P WSPM Stone & Webster Construction Inc FLOWSERVE PUMP DIVISION RWS Well Water Make-up Pump Moved from Assumption/Assignment Schedules J P WSPM Stone & Webster Construction Inc FLOWSERVE PUMP DIVISION River Water & Screen Wash Pumps Moved from Assumption/Assignment Schedules J P WSPM Stone & Webster Construction Inc FLOWSERVE US INC RWS Well Water Transfer Pumps Moved from Assumption/Assignment Schedules EW06.01 WSPM Stone & Webster Construction Inc GENERAL CABLE INDUSTRIES INC Class 1E Low Voltage CRDM and DRPI Cables Moved from Assumption/Assignment Schedules F WSPM Stone & Webster Construction Inc NATIONAL WELDERS SUPPLY CO INC Material for MAB Airline piping system Moved from Assumption/Assignment Schedules F WSPM Stone & Webster Construction Inc NATIONAL WELDERS SUPPLY CO INC Ferrules for Horizontal Stud Welds Moved from Assumption/Assignment Schedules F WSPM Stone & Webster Construction Inc NATIONAL WELDERS SUPPLY CO INC MSA Filters Moved from Assumption/Assignment Schedules WVG WVG WECTEC Global Project Services, Inc. NATIONAL WELDERS SUPPLY CO INC Track torch equipment to support the New 303 Moved from Assumption/Assignment Schedules Fabrication Shop F REL-6 WSPM WECTEC Global Project Services, Inc. REDDARC INC 6 Pack Welding Machines for Annex Unit 3 Moved from Assumption/Assignment Schedules WVG WVG Stone & Webster Construction Inc REDDARC INC (6) 275 Welding Machines for NI3 pipe Moved from Assumption/Assignment Schedules WVG WVG WECTEC Global Project Services, Inc. REDDARC INC Coolant Hose for Pre and Post Weld Heat Treatment Moved from Assumption/Assignment Schedules Equipment Westinghouse Electric Company LLC RSCC WIRE AND CABLE LLC CABLE, STD SFTY TRIAXIAL, BROWN Moved from Assumption/Assignment Schedules E WSPM Stone & Webster Construction Inc RSCC WIRE AND CABLE LLC Non Class 1 E 600V Instrumentation Cable Moved from Assumption/Assignment Schedules E WSPM Stone & Webster Construction Inc RSCC WIRE AND CABLE LLC Non Class 1 E 600V Instrumentation Cable Moved from Assumption/Assignment Schedules J J WSPM Stone & Webster Construction Inc TINDALL CORP Precast Concrete Manholes Moved from Assumption/Assignment Schedules Page 1 of 1

16 Pg 16 of 20 Exhibit B Proposed Order

17 Pg 17 of 20 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. 365(a) AND 105(a) AUTHORIZING DEBTORS TO REJECT CERTAIN NON-ASSUMED EXECUTORY CONTRACTS RELATED TO THE VOGTLE PROJECT Upon the motion (the Motion ), 2 dated July 24, 2017, of Westinghouse Electric Company LLC and its debtor affiliates, as debtors and debtors in possession in the abovecaptioned chapter 11 cases (collectively, the Debtors ), pursuant to sections 365(a) and 105(a) of the Bankruptcy Code, for an order authorizing the Debtors to reject the Rejected Subcontracts, nunc pro tunc to the effective date of the Services Agreement, all as more fully set forth in the Motion; 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 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 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Motion.

18 Pg 18 of 20 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 upon the First Day Declaration, the June 23 Declaration, and the July 14 Declaration; 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: 1. The Motion is granted. 2. Pursuant to section 365(a) of the Bankruptcy Code, the Debtors are authorized to reject the Rejected Subcontracts, and such Rejected Subcontracts are hereby deemed rejected, effective as of the Effective Date of the Services Agreement. 3. Notice of the Motion as provided therein is deemed to be good and sufficient notice of such Motion, and the contents of the Motion satisfy the requirements of the Bankruptcy Rules. Under the circumstances of these chapter 11 cases, notice of the Motion is adequate under Bankruptcy Rule 6006(c). 4. Nothing contained in this Order or any action taken by the Debtors in implementing this Order shall be deemed: (i) an admission as to the validity of any claim against the Debtors, including, without limitation, from the Vogtle Owners or the Rejected Subcontract counterparties; (ii) a waiver or limitation of the Debtors rights under the Bankruptcy Code or 2

19 Pg 19 of 20 any other applicable law, including, without limitation, any right to assert a claim, cause of action, or right of set-off which may exist now or hereafter against any party; (iii) an admission that the Rejected Subcontracts or any other contract that may be rejected by the Debtors in the future are integrated with any other contract or lease; (iv) a waiver of the Debtors rights to dispute the amount of, basis for, or validity of any claim, including any rejection damages claim; (v) a waiver by the Debtors of their right to dispute or assert that the Rejected Subcontracts or any other contract were terminated prior to the effective date of the Services Agreement; (vi) a waiver or limitation of the Debtors right to assert at a later date that the Rejected Subcontracts or any other contract is not an executory contract or unexpired lease, or (vii) a concession or evidence that the Rejected Subcontracts or any other contract identified herein have not expired, been terminated, or otherwise currently are not in full force and effect. Any claims held by the Debtors against the counterparties to the Rejected Subcontracts, whether or not such claims arise under, are related to the rejection of, or are independent of the Rejected Subcontracts, are fully preserved. 5. All rights of the Debtors to seek relief from the Court to assume, assign, or reject any additional executory contract related to the Vogtle Project are fully preserved. 6. 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. 7. The Debtors are authorized to take all action necessary to the relief granted in this Order. 3

20 Pg 20 of 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 4