mew Doc 1664 Filed 10/31/17 Entered 10/31/17 19:18:40 Main Document Pg 1 of 40

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1 Pg 1 of 40 Presentment Date and Time: November 14, 2017 at 10:00 a.m. (Eastern Time) Objection Deadline: November 9, 2017 at 4:00 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): November 15, 2017 at 11:00 a.m. (Eastern Time) 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 40 NOTICE OF PRESENTMENT OF OMNIBUS MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) AND 105(a) FOR AUTHORITY TO REJECT CERTAIN EXECUTORY CONTRACTS RELATED TO THE VC SUMMER AND VOGTLE PROJECTS PLEASE TAKE NOTICE that on November 14, 2017 at 10:00 a.m. (Eastern Time), the undersigned will present the annexed Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer and Vogtle Projects, dated October 31, 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 November 9, 2017 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 2

3 Pg 3 of 40 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 in the Motion without further notice. PLEASE TAKE FURTHER NOTICE that 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 November 15, 2017 at 11:00 a.m. (Eastern Time). 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: October 31, 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 40 Presentment Date and Time: November 14, 2017 at 10:00 a.m. (Eastern Time) Objection Deadline: November 9, 2017 at 4:00 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): November 15, 2017 at 11:00 a.m. (Eastern Time) 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 OMNIBUS MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) AND 105(a) FOR AUTHORITY TO REJECT CERTAIN EXECUTORY CONTRACTS RELATED TO THE VC SUMMER AND VOGTLE PROJECTS 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 40 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 ): Jurisdiction 1. 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 2. 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 authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). No trustee or examiner has been appointed in these chapter 11 cases. 3. 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 ). 4. 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. 2

6 Pg 6 of 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 [ECF No. 4] (the First Day Declaration ). Relief Requested 6. By this Motion, pursuant to sections 365(a) and 105(a) of the Bankruptcy Code, the Debtors respectfully request authority to reject the following executory contracts (collectively, the Rejected Contracts ): i. certain subcontracts of the Debtors related to the construction of Units 2 & 3 at the Virgil C. Summer Nuclear Generating Station site (the VC Summer Project ), listed on Exhibit A annexed hereto (the VC Summer Subcontracts ); ii. iii. iv. certain purchase orders between the Debtors and Southern Nuclear Operating Company, Inc. ( SNC ) related to the construction of Units 3 & 4 at the Allen W. Vogtle Electric Generating Plant (the Vogtle Project ), listed on Exhibit B annexed hereto (the Vogtle POs ); certain subcontracts of the Debtors with R-V Industries, Inc. ( R-V ) and The Calvert Company, Inc. ( Calvert ) related to the construction of the Vogtle Project, listed on Exhibit C annexed hereto (the Vogtle Subcontracts ); and certain contracts of the Debtors with Cannon Equipment ( Cannon ) to provide office equipment and copiers to the Vogtle Project, listed on Exhibit C annexed hereto (the Cannon Contracts ). 7. A proposed form of order granting the relief requested herein is annexed hereto as Exhibit D (the Proposed Order ). 8. In support of the relief requested herein, the Debtors submit the Declaration of Lisa J. Donahue in Support of Omnibus Motion of Debtors Pursuant to 11 U.S.C. 3

7 Pg 7 of (a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer and Vogtle Projects (the Donahue Declaration ) annexed hereto as Exhibit E. Rejected Contracts a. VC Summer Subcontracts 9. On July 31, 2017, South Carolina Electric & Gas (together with South Carolina Public Service Company LLC, the VC Summer Owners ) announced it would be filing a petition to cease construction of the VC Summer Project. Following that announcement and certain other actions taken by the VC Summer Owners, the Debtors filed a motion seeking authority to reject substantially all of Westinghouse s executory subcontracts, vendor contracts, and purchase orders associated with the construction of the VC Summer Project Following the filing of the VC Summer Rejection Motion, the Debtors evaluated additional executory contracts to determine whether value could be realized (a) assuming certain supplier contracts and either selling the completed goods or equipment to a third-party, or repurposing the goods or equipment for other areas of Westinghouse s business, or (b) assigning the contracts to a third-party for value. 11. As part of this evaluation process, the Debtors and their advisors thoroughly reviewed the VC Summer Subcontracts and determined that such contracts will not provide any value to the Debtors estates, either through an assumption or assumption and assignment to a third-party. Accordingly, the Debtors seek to reject the VC Summer Subcontracts. 2 See Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Entry of Order Authorizing Debtors to Reject Certain Executory Contracts Related to the VC Summer Project dated August 7, 2017 [ECF No. 1099] (the VC Summer Rejection Motion ). 4

8 Pg 8 of 40 b. Contracts Related to the Vogtle Project i. Vogtle POs 12. As described in the First Day Declaration, WEC and WECTEC Global Project Services Inc. ( WECTEC ) were party to that certain Engineering, Procurement and Construction Agreement, dated as of April 8, 2008 (the EPC Contract ) with Georgia Power Company ( GPC ) for itself and as agent for its co-owners of the Vogtle Project (collectively, the Vogtle Owners ), pursuant to which Westinghouse acted as contractor for the construction of the Vogtle Project. Although the majority of the Debtors work in support of the Vogtle Project was performed under the EPC Contract, the Debtors also entered into certain purchase orders (the Vogtle POs) with SNC to perform work, including security, training, testing, design and development, safety related services, licensing, and construction, among other things, that was related to, but outside the scope of, the EPC Contract. 13. On July 20, 2017, the Court entered an order, inter alia, authorizing the Debtors to (a) reject the EPC Contract; and (b) enter into and perform under that certain Services Agreement dated July 17, 2017 by and among WEC, WECTEC, and GPC (the Services Agreement ) The Service Agreement became effective on July 27, 2017 (the Effective Date ). 4 Pursuant to the Services Agreement, responsibility for the construction and management of the Vogtle Project has transitioned to the Vogtle Owners, with Westinghouse 3 See Order Pursuant to 11 U.S.C. 363(b), 365(a), and 105(a) 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. 954] (the Vogtle Order ), approving the Motion of Debtors Pursuant to 11 U.S.C. 363(b), 365(a) and 105(a) for Authority 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 dated June 23, 2017 [ECF No. 769] (the Vogtle Motion ). 4 See Notice of Effective Date of Services Agreement dated July 27, 2017 [ECF No. 1020]. 5

9 Pg 9 of 40 continuing to provide access to the intellectual property necessary to complete the project, as well as engineering, procurement, licensing, and other support on a cost-plus-fee basis, with capped liability and without assuming ongoing liability for completing the Vogtle Project. All of the work that was previously performed by Westinghouse pursuant to the Vogtle POs has been subsumed by the Services Agreement, and neither Westinghouse nor SNC have been performing under the Vogtle POs since the Effective Date. See Services Agreement, 4.1, Exhibit A, Table A Although the EPC Contract has been rejected, the Vogtle POs have not been assumed or rejected as of the date hereof. Given that the Services Agreement has gone into effect, the Vogtle POs have been rendered unnecessary, and no longer provide value to the Debtors estates. The Vogtle Owners have informed the Debtors that they agree the Vogtle POs are no longer needed to support the Vogtle Project going forward. Accordingly, the Debtors seek to reject the Vogtle POs. ii. Vogtle Subcontracts 16. Pursuant to Article 4.1(c) of the Services Agreement, the Debtors are required to assume and assign the contracts listed on Exhibit H, Part A to the Services Agreement (the Assigned Subcontracts ) to the Vogtle Owners, and assume and amend to add the Vogtle Owners as primary obligors, the contracts listed on Exhibit H, Part B to the Services Agreement (the Assumed Subcontracts ). To implement this term of the Services Agreement, the Debtors sought authority in the Vogtle Motion to assume and assign to the Vogtle Owners, or assume and amend to add the Vogtle Owners as primary obligor, thousands of Assigned Subcontracts and Assumed Subcontracts related to the Vogtle Project. See Vogtle Motion, 5-6. The Debtors also filed a subsequent motion seeking to similarly assume and amend, or 6

10 Pg 10 of 40 assume and assign to the Vogtle Owners, an additional 24 Assigned Subcontracts and Assumed Subcontracts related to the project The Debtors were granted the request relief with respect to thousands of Assigned Subcontracts and Assumed Subcontracts pursuant to the Vogtle Order and a separate order approving the Vogtle Assumption Motion. 6 However, a number of Vogtle Project vendors, including Calvert and R-V, objected to the assumption of their subcontracts based on, among other things, (a) amounts proposed to be paid by the Vogtle Owners to cure existing defaults under the contracts, and/or (b) the terms of the proposed amendment to add the Vogtle Owners as party to the contracts. The Vogtle Owners and Debtors engaged with Calvert and R-V (among others) in an attempt to resolve their respective objections. However, the Vogtle Owners have since provided written notice to the Debtors that they are no longer interested in assuming the obligations under Calvert and R-V s subcontracts. The Services Agreement provides that the Vogtle Owners may elect, by giving written notice to WEC and WECTEC within a reasonable time prior to the entry of an order authorizing the assumption and assignment of such contracts, not to accept any Assumed Subcontract or Assigned Subcontract. Services Agreement, 4.9(c). 18. The Debtors have no use for the Vogtle Subcontracts if the Vogtle Owners do not intend to assume the obligations thereunder. Accordingly, the Debtors seek to reject the Vogtle Subcontracts. 5 See Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Entry of Order Authorizing Debtors to (I) Assume and Assign Certain Executory Contracts to Vogtle Owners and (II) Assume and Amend Certain Executory Contracts dated July 27, 2017[ECF No. 1021] (the Vogtle Assumption Motion ). 6 See Order Pursuant to 11 U.S.C. 365(a) and 105(a) Authorizing Debtors to (I) Assume and Assign Certain Executory Contracts to Vogtle Owners and (II) Assume and Amend Certain Executory Contracts dated August 18, 2017 [ECF No. 1187]. 7

11 Pg 11 of 40 iii. Cannon Contracts 19. The Cannon Contracts are contracts for office equipment and copiers that the Debtors used solely at the Vogtle Project construction site. The Debtors overlooked the Cannon Contracts during their initial review of executory contracts tied to the Vogtle Project and, therefore, did not seek to reject such contracts in previous pleadings. After subsequently reviewing the Cannon Contracts, the Debtors have determined that there is no further need for them as the equipment provided under such contracts is no longer needed by the Debtors to support their obligations under the Services Agreement. Accordingly, the Debtors seek to reject the Cannon Contracts. Relief Requested Should be Granted I. Rejection of the Rejected Contracts Pursuant to Sections 365(a) of the Bankruptcy Code is a Valid Exercise of the Debtors Business Judgment and in the Best Interests of the Debtors Estates. 20. 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). 8

12 Pg 12 of 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 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)). The business judgment standard described above applies to a debtor s decision to reject an executory contract. 22. Rejection of the Rejected Contracts is in the best interests of the Debtors estates. Given (a) the ceasing of construction of the VC Summer Project and absence of value in repurposing the VC Summer Subcontracts, (b) the Vogtle Owners determination not to assume the go-forward obligations under the Vogtle Subcontracts, and (c) the effectiveness of the Services Agreement rendering performance of the Vogtle POs moot, rejection of the Rejected Contracts is a valid exercise of the Debtors business judgment, is the best course of action for the Debtors estates, and should be approved. II. Rejection of the VC Summer Subcontracts and Cannon Contracts as of the Date Hereof and the Vogtle POs and Vogtle Subcontracts as of the Effective Date is Appropriate Pursuant to Sections and 365(a) and 105(a) of the Bankruptcy Code. 23. The Debtors seek to effectuate rejection of the VC Summer Subcontracts and Cannon Contracts as of the date hereof and rejection of the Vogtle POs and Vogtle Subcontracts as of the Effective Date. This timing will permit Westinghouse to limit expenses related to the Rejected Contracts after the period of time at which such contracts are no longer being performed, and to the extent any expenses are being incurred, after the Debtors are no 9

13 Pg 13 of 40 longer receiving funding for such expenses under the now-expired Interim Assessment Agreements Section 105(a) of the Bankruptcy Code provides, in part, that the court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a). 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) of the Bankruptcy Code provides authority to the Court to grant the relief requested herein. 25. 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., 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 7 The Debtors were party to that certain Interim Assessment Agreement with the VC Summer Owners dated as of March 28, 2017 and that certain Interim Assessment Agreement with the Vogtle Owners dated as of March 29, 2017 (together, as amended from time to time, the Interim Assessment Agreements ). 10

14 Pg 14 of 40 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 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). 26. As described above, the Rejected Contracts have not been performed by the Debtors or their counterparties for some time. An order approving retroactive rejection of the Rejected Contracts will relieve the Debtors from any expenses that may be incurred under the Rejected Contracts at a time when they did not provide a corresponding benefit to their estates. 27. Further, retroactive rejection will be fair and equitable to all parties. Firstly, the VC Summer Owners announced their decision to shut down the VC Summer Project in July, and the counterparties to the VC Summer Subcontracts received notice of such abandonment. Accordingly, this Motion was likely anticipated by such counterparties. Moreover, the VC Summer Subcontract and Cannon Contract counterparties will receive notice of this Motion either on the date hereof or one day thereafter. Secondly, rejecting the Vogtle POs and Vogtle Subcontracts as of the Effective Date will not prejudice contract counterparties. The Vogtle POs have not been used since the Effective Date. Further, the Vogtle Subcontracts would have been assumed but for the objections of contract counterparties, who were made aware of the Services Agreement, which gives the Vogtle Owners the right to not accept their contracts. Accordingly, retroactive rejection of the Rejected Subcontracts is fair, equitable, and in the best interests of the Debtors estates. 11

15 Pg 15 of 40 Waiver of Bankruptcy Rule 6006(f)(6) is Applicable 28. Bankruptcy Rule 6006(f)(6) requires that an omnibus motion to reject multiple executory contracts be limited to no more than 100 executory contracts.... Fed. R. Bankr. P. 6006(f)(6). However, courts may waive the requirements of Bankruptcy Rule 6006(f)(6) for cause. See, e.g., Old Carco LLC, 406 B.R. at ( Specifically, the 2007 Advisory Committee Notes to Rule 6006 states that [a]n omnibus motion to assume, assign, or reject multiple executory contracts and unexpired leases must comply with the procedural requirements set forth in subdivision (f) of the rule, unless the court orders otherwise.... ). Bankruptcy Rule 6006(f)(6) is intended to ensure that lease or contract counterparties can easily locate their information in a debtor s omnibus motion. See 10 Collier on Bankruptcy (16th ed.), LexisNexis. 29. The Debtors respectfully submit that cause exists here to waive the requirements of Bankruptcy Rule 6006(f)(6). A single motion avoids the confusion and inefficiency that might otherwise result if the Debtors were required to file separate pleadings requesting the same relief. Furthermore, the Debtors have listed the Rejected Contracts in organized and clear charts attached hereto, listing each contract counterparty (collectively, the Counterparties ) in alphabetical order as required by Bankruptcy Rule 6006(f)(2) and have otherwise complied with all other requirements of Bankruptcy Rule 6006(f). Here, as in Old Carco, it would not... advance[] the process to requir[e] the Debtors to file [numerous] separate motions requesting the same relief. Old Carco, 406 B.R. at 210. Moreover, as described above, the rationale for the rejection, and the legal and factual support for these determinations, are uniform. 30. Courts in this district regularly waive Bankruptcy Rule 6006(f)(6) in similar situations. See, e.g., In re Westinghouse Electric Company LLC, Case No

16 Pg 16 of 40 (MEW) (Bankr. S.D.N.Y. 2017) [ECF No. 954] (authorizing assumption of more than 1500 executory contracts); In re Hostess Brands, Inc., Case No (RDD) (Bankr. S.D.N.Y. Aug. 8, 2012) [ECF No. 1338] (permitting the assumption of more than 100 unexpired leases through one motion); In re Sbarro, Inc., Case No (SCC) (Bankr. S.D.N.Y. Oct. 31, 2011) [ECF No. 662] (same); In re Great Atl. & Pac. Tea Co., Case No (RDD) (Bankr. S.D.N.Y. July 8, 2011) [ECF No. 2181] (same); In re Blockbuster Inc., Case No (BRL) (Bankr. S.D.N.Y. Oct. 21, 2010) [ECF No. 367] (permitting more than 100 agreements to be rejected through one motion); In re Chrysler, Case No (AJG) (Bankr. S.D.N.Y. June 9, 2009) [ECF No. 3802] (same). Reservation of Rights 31. 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 any Rejected Contract Counterparty; (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, including to seek reimbursement or indemnification under the Interim Assessment Agreements; (iii) an admission that any Rejected Contract, 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, or the rights of any other appropriate party 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 any Rejected Contract or any other contract was terminated prior to the date of entry of the Proposed Order; (vi) a waiver or limitation of the Debtors right to assert at a later date that any Rejected Contract, or any other contract is not an executory contract or unexpired lease; 13

17 Pg 17 of 40 or (vii) a concession or evidence that any Rejected Contract, or any other contract identified herein has not expired, been terminated, or otherwise currently is not in full force and effect. 32. The Debtors reserve all rights to amend or supplement the list of Rejected Contracts 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 VC Summer Project or Vogtle Project. Notice 33. 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. 34. No previous request for the relief sought herein has been made by the Debtors to this or any other court. 14

18 Pg 18 of 40 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: October 31, 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 15

19 Pg 19 of 40 Exhibit A VC Summer Subcontracts

20 Pg 20 of 40 VC Summer Subcontracts Line # Contract ID SPMAT PO SAP PO Number Debtor Counterparty Contract Description G WSPM WECTEC GLOBAL PROJECT SERVICES INC AECON INDUSTRIAL ASME III Mechanical Modules G WSPM WECTEC GLOBAL PROJECT SERVICES INC AECON INDUSTRIAL ASME III Mechanical Modules WESTINGHOUSE ELECTRIC COMPANY LLC ENERGY STEEL AND SUPPLY COMPANY SG Inter Lateral Supports -Item 3 VS WESTINGHOUSE ELECTRIC COMPANY LLC ENERSYS Battery,Non-1E, 125 VDC String (2V Nom) WESTINGHOUSE ELECTRIC COMPANY LLC ENERSYS DELAWARE INC Class 1E Battery Cells D100.SB003 WSPM WECTEC GLOBAL PROJECT SERVICES INC NEWPORT NEWS INDUSTRIAL CORPORATION Shield Building D100.SB005 WSPM WECTEC GLOBAL PROJECT SERVICES INC NEWPORT NEWS INDUSTRIAL CORPORATION Shield Building Air Inlet and Tension Ring D100.SB005 WSPM WECTEC GLOBAL PROJECT SERVICES INC NEWPORT NEWS INDUSTRIAL CORPORATION Shield Building Air Inlet and Tension Ring D100.SB003 WSPM WECTEC GLOBAL PROJECT SERVICES INC NEWPORT NEWS INDUSTRIAL CORPORATION Shield Building SS01.00 WSPM WECTEC GLOBAL PROJECT SERVICES INC OWEN INDUSTRIES INC Safety Related Structural Steel and Steel Decking, VC Summer Unit 3 [Auxiliary and Containment Bldg] SS01.00 WSPM WECTEC GLOBAL PROJECT SERVICES INC OWEN INDUSTRIES INC Safety Related Structural Steel and Steel Decking, VC Summer Unit 2 [Auxiliary and Containment Bldg] D100.CB002 WSPM WECTEC GLOBAL PROJECT SERVICES INC VIGOR CB20 Module D100.CB002 WSPM WECTEC GLOBAL PROJECT SERVICES INC VIGOR CB20 Module G230.M06 WSPM WECTEC GLOBAL PROJECT SERVICES INC VIGOR Non-Safety Related Mechanical Modules Page 1 of 1

21 Pg 21 of 40 Exhibit B Vogtle POs

22 Pg 22 of 40 Vogtle POs Line # SPMAT PO SAP PO Number Debtor Counterparty Contract Description 1 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY 2012 T&M COLA support - price increase and any and all amendments 2 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY 2-Day In-Depth Introductory Course on the AP1000 Reactor and any and all amendments 3 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY 2-Day In-Depth Introductory Course on the AP1000 Reactor and any and all amendments 4 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Additional Scope of Work related to Earthwork Activities and any and all amendments 5 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Additional Soil Testing for EGB and any and all amendments 6 SNG S SNG S Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Battery Backup and Uninterruptible Power Supply and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Blanket Order for seismic analysis and any and all amendments 8 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CB&I Change in Classification of Workers and any and all amendments 9 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CB&I Cyber Security -Interim Scope of Work and any and all amendments 10 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CB&I Development of LED-Based lighting Proposal and any and all amendments 11 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CB&I Support of esoms License and Associated Maintenance and any and all amendments 12 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CB&I Support of Vogtle Security System Integration and any and all amendments 13 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CB&I Turbine Bldg. First Bay (TBFB) Design Ad and any and all amendments 14 SNC SNC Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Chance Request for Changes to FFD Program Requirements and any and all amendments 15 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Chance Request for Changes to FFD Program Requirements and any and all amendments 16 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Change Request - Plant Security System and any and all amendments 17 SNC SNC Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Change Request for Changes to FFD Program Requirements and any and all amendments 18 SNC SNC Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Change Request for Changes to FFD Program Requirements and any and all amendments 19 SNC SNC Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Change Request for Changes to FFD Program Requirements and any and all amendments 20 SNC SNC Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Change Request for Changes to FFD Program Requirements and any and all amendments 21 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Change Request- Pilot Program for Production of P&ID and One-line Metadata) and any and all amendments 22 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Command Center and any and all amendments 23 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Concrete Crushing Proposal and any and all amendments 24 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Construction of bulkhead and any and all amendments 25 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Contingency Planning / Revised Project Schedule (Schedule Compression) and any and all amendments 26 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Contingency Planning I Revised Project Schedule and any and all amendments 27 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY CPS Builder Software and any and all amendments Page 1 of 4

23 Pg 23 of 40 Vogtle POs Line # SPMAT PO SAP PO Number Debtor Counterparty Contract Description 28 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Cyber security requirements for Gutor electrical equipment and any and all amendments 29 Amendment 7 Amendment 7 Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Cyber Security Scope of Work and any and all amendments 30 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Davis Bacon Act (T&M) DOE Loan Guarantee and any and all amendments 31 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Davis Bacon Act/DOE Loan Guarantee Support and any and all amendments 32 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Design & development of instrument, control, engineering test environment (ICE-TE) and any and all amendments 33 N/A N/A Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Earthwork Settlement Agreement and any and all amendments 34 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY EGB Material Compaction and any and all amendments 35 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY EGB Evaluations (HLD and CWS) and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Erosion Control and any and all amendments 37 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Evaluation of Cyber Security and any and all amendments 38 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Evaluation of license Amendment No 3 Engineered Granular Backfill on the Circulation Water System Piping and any and all amendments 39 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Extend/Connect HOPE Potable Water Line to the FTF and any and all amendments 40 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY First Nuclear Concrete Lunch PO and any and all amendments 41 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Fitness for duty and any and all amendments 42 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Flood Mitigation Work and any and all amendments 43 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY FOAK and any and all amendments 44 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Gap Training and any and all amendments 45 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Health care and education reconciliation act of 2010 and any and all amendments 46 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Heave & Settlement Monitoring (CANCELLED) and any and all amendments 47 SNG10134-DD16 SNG10134-DD16 Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Heave & Settlement Monitoring and any and all amendments 48 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ICAP and any and all amendments 49 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ICAP New Blanket PO and any and all amendments 50 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ICAP Reimbursement (T&M) and any and all amendments 51 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Impact of Site Power Outage -Temporary Power for Units 3 & 4 and any and all amendments 52 SNG10134.()()42 SNG10134.()()42 Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Information Handover Process and any and all amendments 53 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Information Handover process and any and all amendments 54 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Interim funding for Cyber Security Phase II and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Interim Insurance and any and all amendments 56 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Interim Insurance and any and all amendments 57 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ISV and any and all amendments Page 2 of 4

24 Pg 24 of 40 Vogtle POs Line # SPMAT PO SAP PO Number Debtor Counterparty Contract Description 58 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ITAAC and any and all amendments 59 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ITAAC and any and all amendments 60 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY ITAAC Senior Technical Advisor and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Licensing and any and all amendments 62 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY licensing Support Change Requests and any and all amendments 63 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY lmp1ct Healthcare Act of 2010 and any and all amendments 64 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Local Probable Maximum Precipitation (PMP) / Probable Maximum Flood (PMF) Change Order Request and any and all amendments 65 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY NI Basemat Mockup and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY NOi 2S (includes $6M Equ) and any and all amendments 67 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY NOi 3 Erosion Control Repairs and any and all amendments 68 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY NOi 6 over-excavation and backfill to facilitate category material retrieval and any and all amendments 69 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Non-Safety Related Services (EQ Test) and any and all amendments 70 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY On-Site :Construction Operations Control Center and any and all amendments 71 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY OPS Impact 1& 2 and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Original EPC Contract and any and all amendments 73 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Ovation and common Q training scope development and proposal cost and any and all amendments 74 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Owner Directed Integrated Corrective Action Program (ICAP) and any and all amendments 75 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Owner's observation at unscheduled vendor visits and any and all amendments 76 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Owner's participation in WEC EQ program and any and all amendments 77 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Permanent Building 301 Change and any and all amendments 78 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Permanent Buildings Upgrades and any and all amendments 79 SNC SNC Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Permanent Plant Material Sales Tax and any and all amendments 80 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Phase 1 of AP1000 Standard Plant Cyber Security and any and all amendments 81 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Reimbursement of Sales Taxes and any and all amendments 82 SNG S SNG S Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Relocate of Eight (8) Sets of Monitors in Simulator Rooms and any and all amendments 83 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Safety Related Services (EQ Test) and any and all amendments 84 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Sales and Use Tax Managed Audit Efforts and any and all amendments 85 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY SB/TB assessment and any and all amendments 86 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Simulator Development System and any and all amendments 87 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Sixty (60) Day Interim ICAP Implementation Period and any and all amendments Page 3 of 4

25 Pg 25 of 40 Vogtle POs Line # SPMAT PO SAP PO Number Debtor Counterparty Contract Description 88 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY SNC observance of FAT of I&C equipment and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY South Rail Area and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY SRO Instructor Training and any and all amendments 91 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Support at Efacec Aux Transformer testing and any and all amendments 92 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Support of CAS and any and all amendments 93 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Support of Cyber Security Off-Site and any and all amendments 94 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Support of Units 3&4 Security Integration with Units 1&2 and any and all amendments 95 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Support Services for LSCRs and COLA Revisions and any and all amendments Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY T&M HO Estimate and any and all amendments 97 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY T&M Support PENDING and any and all amendments 98 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY TSC Modification and any and all amendments 99 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Units 1&2 Potential Impacts Determination and any and all amendments 100 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Unscheduled Vendor Visits and any and all amendments 101 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Updates to DCD Native Source Files for AP1000 DCD Figures and any and all amendments 102 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY Waynesboro Warehouse Lightning Protection (CANCELLED) and any and all amendments 103 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY WECTEC Development of LED-Based Lighting Proposal and any and all amendments 104 SNG48144-D006 SNG48144-D006 Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY WECTEC FFO and any and all amendments 105 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY WECTEC INFO HANDOVER PROCESS and any and all amendments 106 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY WECTEC ITAAC and any and all amendments 107 SNG SNG Westinghouse Electric Company LLC SOUTHERN NUCLEAR OPERATING COMPANY WECTEC Service Off-Site and any and all amendments Page 4 of 4