mew Doc 4158 Filed 01/17/19 Entered 01/17/19 16:56:15 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 Case No (MEW) COMPANY LLC, et al., Debtors. 1 (Jointly Administered) x ORDER GRANTING THE INTERIM & FINAL FEE APPLICATIONS OF KPMG LLP AS ACCOUNTING AND FINANCIAL REPORTING ADVISORS, TAX CONSULTANTS, AND FORENSIC CONSULTANTS FOR THE DEBTORS Upon the Fourth Interim Application of KPMG LLP as Accounting and Financial Reporting Advisors, Tax Consultants, and Forensic Consultants for the Debtors for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from April 1, 2018 through August 1, 2018 [ECF No. 3931] (the Interim Fee Application ) and the Final Fee Application of KPMG LLP as Accounting and Financial Reporting Advisors, Tax Consultants, and Forensic Consultants for the Debtors for Allowance of Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred from March 29, 2017 through August 1, 2018 [ECF No. 3967] (the Final Fee Application and, together with the Interim Fee Application, the Fee Applications ); and the Court having jurisdiction to consider the Fee Applications and the relief requested therein in accordance with 28 U.S.C. 157 and 1334(b) and the Amended Standing Order of Reference M- 1 Pursuant to the Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; (III) and Granting Related Relief [ECF No. 3956], entered on September 25, 2018, many of the Debtors Chapter 11 Cases were closed. The Debtors in the remaining chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are Westinghouse Electric Company LLC (0933), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Reorganized Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 Pg 2 of 5 431, dated January 31, 2012 (Preska, C.J.); and consideration of the Fee Applications and the relief requested being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and venue being proper before the Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Fee Applications 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 Fee Applications; and the Court having found and determined that all of the applicable requirements of sections 327, 328, 330 and 331 of title 11 of the United States Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure, Rule of the Local Bankruptcy Rules for the Southern District of New York, the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, effective February 5, 2013 (as adopted by General Order M-447), and the Order Pursuant to 11 U.S.C. 105(a), 330, 331, Fed. R. Bankr. P. 2016, and Local Rule Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [ECF No. 544] have been satisfied; and it appearing that the services rendered and expenses incurred by KPMG LLP (the Applicant ) for which compensation and reimbursement are allowed hereby were actual, reasonable and necessary; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Fee Applications are granted on an interim basis to the extent set forth in the table attached hereto as Schedule A and on a final basis to the extent set forth in the table attached hereto as Schedule B; and it is further ORDERED that W Wind Down Co, LLC ( Wind Down Co ) is authorized and directed upon entry of this Order to remit or cause to be remitted payment to the Applicant of all fees and expenses allowed herein, less all amounts previously paid on account of such fees and expenses; provided, however, notwithstanding anything to the contrary contained herein, the 2

3 Pg 3 of 5 outstanding amount owed by Wind Down Co to Applicant, after taking into account all interim payments made by the Debtors and Wind Down Co, shall not exceed $14,709,542.70; and it is further ORDERED that notwithstanding any payments already made, or to be made, by Wind Down Co under this Order on account of the Fee Applications, nothing in this Order shall in any way limit, prejudice, or affect Wind Down Co s rights under the Modified Second Amended Joint Chapter 11 Plan of Reorganization, filed by the Debtors on March 28, 2018 [ECF No. 2986] (as amended, the Plan ) or that certain related Plan Funding Agreement, dated as of January 12, 2018 (as amended, the PFA ), including, without limitation, any right to seek a determination that any fees and expense allowed herein constitute an Assumed Liability under the Plan or PFA, or to seek payment or reimbursement of any fees and expense allowed herein from Brookfield WEC Holdings LLC or the Reorganized Debtors (as defined in the Plan) pursuant to the Plan or PFA; 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 January 17, 2019 New York, New York s/michael E. Wiles HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE 3

4 Pg 4 of 5 Schedule A Interim Compensation Period April 1, 2018 Through and Including August 1, 2018 Applicant Date/Document Number of Application Interim Fees Requested on Application Fees Allowed Fees to Be Paid for Current Pay Period * Fees to Be Paid for Prior Fee Period Total Fees to Be Paid * Interim Expenses Requested Expenses to be Paid for Current Fee Period * KPMG LLP 9/17/2018 ECF No $18,585, $13,632, $5,260, $0.00 $5,260, $1,471, $200, Order Date January 17, 2019 Initials MEW USBJ * Subject to amounts previously paid.

5 Pg 5 of 5 Schedule B Final Compensation Period March 29, 2017 Through and Including August 1, 2018 Applicant Total Fees Requested Total Fees Awarded Total Expenses Requested Total Expenses Awarded KPMG LLP $34,073, $29,117, $2,287, $1,896, Order Date January 17, 2019 Initials MEW USBJ * Subject to amounts previously paid.