mew Doc 3890 Filed 09/06/18 Entered 09/06/18 21:14:28 Main Document. Pg 1 of 29

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1 Presentment Date and Time: September 13, 2018 at 11:00 a.m. (Eastern Time) Pg 1 of 29 Objection Deadline: September 11, 2018 at 4:00 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): September 13, 2018 at 11:00 a.m. (Eastern Time) PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone: +1 (212) Facsimile: +1 (212) Alan W. Kornberg Kyle J. Kimpler Counsel to Wind Down Co 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 PRESENTMENT OF MOTION OF WIND DOWN CO FOR ENTRY OF AN ORDER (I) ENFORCING THE ADMINISTRATIVE EXPENSE CLAIMS OBJECTION BAR DATE AND (II) GRANTING RELATED RELIEF 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 29 PLEASE TAKE NOTICE that on September 13, 2018 at 11:00 a.m. (Eastern Time), the undersigned will present the Motion of Wind Down Co 2 For Entry of an Order (I) Enforcing the Administrative Expense Claims Objection Bar Date and (II) Granting Related Relief (the Motion ), 3 to the Honorable Michael E. Wiles of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) for approval and signature. 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 textsearchable 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), 2002(m), and Fed. R. Bankr. P. 1015(c) and 9007 Implementing Certain Notice and Case Management Procedures, entered on April 4, 2017 [ECF No. 101], so as to be filed and received no later than September 11, 2018 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 2 W Wind Down Co LLC ( Wind Down Co ) is the company established on the Effective Date (as defined in the Motion) and responsible for administering Westinghouse Electric Company LLC s and certain of its affiliates (collectively, the Debtors ) obligations under the Debtors confirmed chapter 11 plan. 3 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Motion. 2

3 Pg 3 of 29 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, a hearing will be held on September 13, 2018 at 11:00 a.m. (Eastern Time) (the Hearing ) before the Bankruptcy Court, located at One Bowling Green, New York, New York to consider the Motion. 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: September 6, 2018 New York, New York /s/ Alan W. Kornberg Alan W. Kornberg Kyle J. Kimpler PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone: +1 (212) Facsimile: +1 (212) Counsel to Wind Down Co 3

4 Presentment Date and Time: September 13, 2018 at 11:00 a.m. (Eastern Time) Pg 4 of 29 Objection Deadline: September 11, 2018 at 4:00 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): September 13, 2018 at 11:00 a.m. (Eastern Time) PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone: +1 (212) Facsimile: +1 (212) Alan W. Kornberg Kyle J. Kimpler Counsel to Wind Down Co 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 MOTION OF WIND DOWN CO FOR ENTRY OF AN ORDER (I) ENFORCING THE ADMINISTRATIVE EXPENSE CLAIMS OBJECTION BAR DATE AND (II) GRANTING RELATED RELIEF TO THE HONORABLE MICHAEL E. WILES, UNITED STATES BANKRUPTCY JUDGE: W Wind Down Co LLC ( Wind Down Co ), the company established on the Effective Date (as defined herein) and responsible for administering Westinghouse Electric 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 29 Company LLC s ( WEC ) and certain of its affiliates (collectively, the Debtors ) obligations under the Plan (as defined herein), as directed by the Plan Oversight Board, respectfully represents as follows in support of this motion (this Motion ): Introduction 1. Under Section 2.1 of the Plan, Wind Down Co, acting at the direction of the Plan Oversight Board, has until November 29, 2018 to review, resolve, and if necessary file and serve objections to Administrative Expense Claims, unless such deadline is further extended by the Court (the Administrative Expense Claims Objection Bar Date ). Nevertheless, following the Effective Date, twenty-five parties filed motions for payment of Administrative Expense Claims before August 31, 2018 (the Administrative Expense Claims Bar Date), setting objection and hearing dates much earlier than the Administrative Expense Claims Objection Bar Date. 2. To address this, Wind Down Co contacted counsel of record for each of the twenty-five movants, as well as eight other claimants that filed motions before the Effective Date, requesting that they agree to postpone any objection deadline or hearing on their Administrative Expense Claims until after the Administrative Expense Claims Objection Bar Date. In most cases, those parties promptly confirmed their agreement. However, because Wind Down was unable to obtain confirmation from each of the movants, it is filing this Motion out of an abundance of caution, and requesting that the Court confirm that, as set forth in the Plan, the Plan Oversight Board and Wind Down Co have until the Administrative Expense Claims Objection Bar Date to object to any Administrative Expense Claim, notwithstanding any deadline to the contrary set forth in any motion, request, or application seeking the allowance and payment of such claim. Background 3. On March 29, 2017 (the Petition Date ), each Debtor commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy 2

6 Pg 6 of 29 Code ). The Debtors were 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. 4. 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 ). 5. On April 7, 2017, the United States Trustee for Region 2 (the U.S. Trustee ) appointed the Statutory Unsecured Claimholders Committee (the UCC ) pursuant to section 1102 of the Bankruptcy Code. On October 2, 2017, and December 19, 2017, the U.S. Trustee filed amended notices of appointment [ECF Nos and 1954] removing certain members from the UCC. 6. On March 28, 2018, the Court entered an order [ECF No. 2988] (the Confirmation Order ) confirming the Debtors Modified Second Amended Joint Chapter 11 Plan of Reorganization [ECF No. 2986] (the Plan ). 2 The Plan became effective on August 1, 2018 (the Effective Date ). On the Effective Date, the terms of the Plan became binding on the Reorganized Debtors and all parties in interest in these chapter 11 cases, and their respective successors or assigns, pursuant to section 1141(a) of the Bankruptcy Code and paragraph 54 of the Confirmation Order. 7. Pursuant to Sections 5.4(d) and 8.1 of the Plan, 3 Wind Down Co is vested with the authority (at the direction of the Plan Oversight Board) to object to, seek to subordinate, 2 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Plan. 3 Excerpts of the relevant Plan and Confirmation Order provisions cited in this Motion are attached hereto as Annex B. 3

7 Pg 7 of 29 estimate, compromise or settle any and all Claims against the Debtors including Administrative Expense Claims (as defined below) except to the extent claims have been previously allowed, and other than Assumed Liabilities. Since the Effective Date, Wind Down Co has continued the claims reconciliation process begun by the Debtors in these chapter 11 cases. The claims reconciliation process is an important component in enabling Wind Down Co to make distributions to creditors as expeditiously as possible in accordance with the Plan. 8. Under Section 2.1 of the Plan, the Administrative Expense Claims Bar Date was August 31, 2018 (such date being the first Business Day that was 30 days following the Effective Date) and the Administrative Expense Claims Objection Bar Date is currently set for November 29, 2018 (such date being the first Business Day that is 120 days following the Effective Date, unless extended by the Court). As of the Administrative Expense Claims Bar Date, over fifty parties filed motions, rather than proofs of claim, asserting claims seeking administrative priority pursuant to section 503(b) of the Bankruptcy Code, while over five hundred proofs of claim asserting Administrative Expense Claims have been filed during the pendency of these chapter 11 cases with Kurtzman Carson Consultants LLC, the claims and noticing agent in these chapter 11 cases, as contemplated in the Bar Date Order and the Plan (collectively, the Administrative Expense Claims ). Twenty-five motions filed after the Effective Date purported to set an objection deadline or hearing date in September or October A schedule of the Administrative Expense Claims that have been filed by motion on the Court s docket is attached hereto as Annex A. 9. As of the date of this Motion, Wind Down Co and the Plan Oversight Board, along with their advisors, are in the process of reviewing the Administrative Expense Claims, which in some cases assert Administrative Expense Claims for millions of dollars. Wind Down 4

8 Pg 8 of 29 Co and the Plan Oversight Board expect that their review process will require the expenditure of considerable time and resources for Wind Down Co and the Plan Oversight Board to evaluate the validity of the Administrative Expense Claims, whether asserted by motions or pursuant to proofs of claim properly filed with KCC. 10. Additional information regarding the Debtors businesses, capital structure, and the circumstances leading to the commencement of these chapter 11 cases is set forth in the disclosure statement approved in connection with the Plan [ECF No. 2623]. Jurisdiction 11. 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 pursuant to 28 U.S.C and Relief Requested 12. By this Motion, pursuant to sections 105(a), 503(b), 1141(a), and 1142 of the Bankruptcy Code, Wind Down Co, at the direction of the Plan Oversight Board, seeks entry of an order (i) enforcing Administrative Expense Claims Objection Bar Date and (ii) granting related relief. A proposed form of order granting the relief requested in the Motion is attached hereto as Exhibit A. Argument Under the Plan, Wind Down Co and the Plan Oversight Board Need Not Respond to Administrative Expense Claims Prior to the Administrative Expense Claims Objection Bar Date 13. Section 503(b) of the Bankruptcy Code delineates categories of claims that are entitled to priority as administrative expenses. The treatment of Administrative Expense Claims under the Plan is set forth in Section 2.1 of the Plan, which provides, in relevant part: 5

9 Pg 9 of 29 Except to the extent that a holder of an Allowed Administrative Expense Claim and the applicable Debtor or Wind Down Co (or the Reorganized Debtors, as applicable) agree to different treatment, Wind Down Co (or with regard to an Allowed Administrative Expense Claim that is an Assumed Liability under the Plan Funding Agreement, the applicable Reorganized Debtor) shall pay to each holder of an Allowed Administrative Expense Claim Cash in an amount equal to the Allowed amount of such Allowed Claim, which payment shall be made on, or as soon as reasonably practicable after, the first Business Day after the later of the (a) Effective Date, and (b) the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim. 14. To facilitate the prompt resolution of Administrative Expense Claims, the Plan required all parties to file Administrative Expense Claims on or before the Administrative Expense Claims Bar Date, which was defined as the first Business Day that is 30 days following the Effective Date (i.e., August 31, 2018). (Plan 1.3, 2.1.) The Plan further provided that the Plan Oversight Board may file and serve objections to Administrative Expense Claims on or before the Administrative Expense Claims Objection Bar Date. (Id. 2.1.) 4 The Administrative Expense Claims Objection Bar Date is defined in the Plan as the first Business Day that is 120 days after the Effective Date, i.e., November 29, 2018, unless extended pursuant to an order of the Bankruptcy Court. (Id. 1.4). As a result, the Plan Oversight Board and Wind Down Co are not required to respond to Administrative Expense Claims before November 29, Notwithstanding the plain language of the Plan, after the Effective Date, parties filed twenty-five separate motions seeking the immediate allowance and payment of Administrative Expense Claims and purported to establish objection deadlines and hearing dates in September and October 2018, more than two months before the Plan Oversight Board and Wind 4 Objections to Claims, including Administrative Expense Claims, must be approved by the Plan Oversight Board, but once approved, will be prosecuted by Wind Down Co at the direction of the Plan Oversight Board. See Plan 5.4(d)(A) (providing that, as directed by the Plan Oversight Board, Wind Down Co shall... object to, seek to subordinate, compromise or settle any and all Claims against the Debtors ); Id. 8.1 (providing that, after the Effective Date, objections to, and requests for estimation of Claims against the Debtors may only be interposed and prosecuted by Wind Down Co (as directed by the Plan Oversight Board) ). 6

10 Pg 10 of 29 Down Co are required to respond to such Administrative Expense Claims under the Plan. Shortly after the Administrative Expense Claims Bar Date, counsel for Wind Down Co contacted the counsel for parties that filed such motions and requested confirmation that the deadlines set forth in Section 2.1 of the Plan would supersede any contrary deadline set forth in their motions. As of the date hereof, twenty-two of those twenty-five parties have confirmed that the Administrative Expense Claims Objection Bar Date in the Plan controls, but three parties have not provided such confirmation, and an additional eight parties that filed motions before the Effective Date have not provided such confirmation. 16. The Plan Oversight Board and Wind Down Co are in the process of reviewing the Administrative Expense Claims. Given the volume of the Administrative Expense Claims (including those asserted by proof of claim, rather than by motion, and those filed prior to the Effective Date), and the time and resources it will take for Wind Down Co and the Plan Oversight Board to properly analyze them, Wind Down Co expects that the claims review process will take many weeks, if not longer. The Plan Oversight Board s and Wind Down Co s evaluation of Administrative Expense Claims is further complicated by the need to work with the Reorganized Debtors to reconcile the claims pursuant to the cooperation provisions of the Plan and Plan Funding Agreement. Further, a majority of the Administrative Expense Claims relate to work on the U.S. AP1000 Projects during the Interim Assessment Period, and therefore require, in addition to evaluation of the merits of the underlying claim, an assessment of the Debtors rights under the Interim Assessment Agreements. The purpose behind setting the Administrative Expense Claims Objection Bar Date 120 days after the Effective Date was to allow sufficient time for this claims 7

11 Pg 11 of 29 review process to occur, as well as to permit sufficient time for the Plan Oversight Board and Wind Down Co to seek consensual resolutions of Administrative Expense Claims, wherever possible. 17. If the Administrative Expense Claim motions were to be heard by the Court on the schedules for which they have been noticed, the claimants would have effectively rewritten the terms of the Plan to the detriment of the Plan Oversight Board, Wind Down Co, and the Debtors other creditors. Further, allowing such claimants to bypass the Administrative Expense Claims Objection Bar Date would allow these claimants to jump the line ahead of other Administrative Expense Claim claimants. This could create a perverse incentive for more parties to file motions and notice hearings ahead of the Administrative Expense Claims Objection Bar Date in an attempt to have their claims resolved as quickly as possible. 18. On the Effective Date, the terms of the Plan became binding on the all parties in interest in these chapter 11 cases, and their respective successors or assigns. See 11 U.S.C. 1141(a); Conf. Or. 54 [ECF No. 2988]. Section 13 of the Plan provides that the Court retains broad jurisdiction over all matters arising in, arising under, and related to these chapter 11 cases and the Plan. Pursuant to Section 13(d) of the Plan, the Court s ongoing jurisdiction includes matters involving the allowance, subordination, classification, priority, compromise, estimation or payment of any Claim. Section 13(j) of the Plan provides that the Court may take any action and issue such orders as may be necessary to construe, interpret, enforce, implement, execute, and consummate the Plan or to maintain the integrity of the Plan. 19. Furthermore, section 105(a) of the Bankruptcy Code provides 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), and section 1142 of the Bankruptcy Code authorizes the Court to direct the debtor and any other necessary party... to perform any... act... 8

12 Pg 12 of 29 that is necessary for the consummation of the plan. 11 U.S.C Section 1142 provides bankruptcy courts with broad power to enforce the terms of a confirmed plan and to ensure that the plan is being implemented consistent with its terms. See Gordon Sel-Way, Inc. v United States (In re Gordon Sel-Way, Inc.), 270 F.3d 280, 289 (6th Cir. 2001) ( several courts have held that 11 U.S.C provides bankruptcy courts with broad power to enforce the terms of a confirmed plan ); see also Hillis Motors, Inc. v. Hawaii Auto. Dealers Ass n, 997 F.2d 581, 587 n.11 (9th Cir. 1993) ( Regardless of any plan provision, a bankruptcy court has statutory jurisdiction under 11 U.S.C. 1142(b) to ensure that any act necessary for the consummation of the plan is carried out and it has continuing responsibilities to satisfy itself that the plan is being properly implemented. ); 8 COLLIER ON BANKRUPTCY [1] (16th ed. 2015) ( The scope of section 1142(b) is considerably broader than merely ministerial acts, such as termination or creation of liens. Acting pursuant to section 1142(b), the court may issue any order necessary for the implementation of the plan. ). 20. Wind Down Co respectfully requests that the Court enter the proposed order attached hereto as Exhibit A to enforce the provisions of the Plan, including Section 2.1, to clarify that the Plan Oversight Board and Wind Down Co will have until the Administrative Expense Claims Objection Bar Date to file and serve objections to Administrative Expense Claims. Adhering to the Plan provisions will further the timely and efficient resolution of Administrative Expense Claims and promote the orderly, efficient, and economic administration of these cases. Therefore, the relief requested in this Motion is both consistent with the Plan, as well as fair, equitable, and in the best interests of creditors and other parties in interest in these cases, and should be granted in all respects. 9

13 Pg 13 of 29 Notice 21. Notice of this Motion has been provided to parties in interest 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, dated April 4, 2017 [ECF No. 101]. Wind Down Co submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. WHEREFORE Wind Down Co, at the direction of the Plan Oversight Board, respectfully requests entry of an order granting the relief requested herein and such other and further relief as the Court may deem just and appropriate. Dated: September 6, 2018 New York, New York /s/ Alan W. Kornberg Alan W. Kornberg Kyle J. Kimpler PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone: +1 (212) Facsimile: +1 (212) Counsel to Wind Down Co 10

14 Pg 14 of 29 Exhibit A Proposed Order

15 Pg 15 of 29 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 (I) ENFORCING THE ADMINISTRATIVE EXPENSE CLAIMS OBJECTION BAR DATE AND (II) GRANTING RELATED RELIEF Upon the motion, dated September 6, 2018 (the Motion ), 2 of W Wind Down Co LLC ( Wind Down Co ) 3, pursuant to sections 105(a), 503(b) 1141(a), and 1142 of title 11 of the United States Code (the Bankruptcy Code ), (i) enforcing the Administrative Expense Claims Objection Bar Date and (ii) granting related relief, 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 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 herein defined shall have the meanings ascribed to such terms in the Motion. 3 Wind Down Co is the company established on the Effective Date (as defined in the Motion) and responsible for administering Westinghouse Electric Company LLC s and certain of its affiliates (collectively, the Debtors ) obligations under the Debtors confirmed chapter 11 plan.

16 Pg 16 of 29 January 31, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the Notice Parties; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having held a hearing to consider the relief requested in the Motion (the Hearing ); and the record of the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of creditors and other parties in interest, and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Motion is granted; and it is further ORDERED that the Plan Oversight Board and Wind Down Co shall have until the Administrative Expense Claims Objection Bar Date to object to any Administrative Expense Claim, notwithstanding any deadline to the contrary set forth in any motion, request or application seeking the allowance and payment of any Administrative Expense Claim; and it is further ORDERED that nothing in this Order shall restrict the Plan Oversight Board and Wind Down Co from requesting an extension of the Administrative Expense Claims Objection Bar Date, pursuant to Section 1.4 of the Plan; and it is further ORDERED that nothing in this Order shall constitute an admission of the validity, nature, amount or priority of any Claim asserted in these cases; and it is further 2

17 Pg 17 of 29 ORDERED that notwithstanding entry of this Order, nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any Claim held by, any party; and it is further ORDERED that entry of this Order is without prejudice to the Plan Oversight Board s and Wind Down Co s rights to seek entry of an order modifying or supplementing the relief granted herein; and it is further ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the interpretation and/or implementation of this Order. Dated:, 2018 New York, New York HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE 3

18 Pg 18 of 29 Annex A Chart of Administrative Expense Motions

19 Pg 19 of 29 Chart of Administrative Expense Motions 1 # Claimant Purported Administrative Claim Amount ECF No. Filing Date Hearing Date & Objection Deadline Noticed in Motion Confirmed that Administrative Expense Claims Objection Bar Date Applies? 1 IHI Corporation $265, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 2 2 Gladden Plaintiffs and the Putative Class TBD (claimants estimate the aggregate amount of their administrative claims exceeds $17,500,000.00) 3865; /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 3 Fluor Enterprises, Inc. $8,878, /31/2018 None N/A 4 American Equipment Company, Inc. $17, /31/2018 None N/A 5 Rolls-Royce Nuclear Field Services Inc. $134, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 6 CB&I Group, Inc., f/k/a The Shaw Group, Inc. $5,032, /31/2018 None N/A 7 Cygnus Manufacturing Company, LLC $497, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 8 Intertech Security, LLC $88, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 1 This Chart of Administrative Expense Motions includes motions filed in the Debtors jointly administered chapter 11 cases (Case No ), but does not include hundreds of proofs of claim asserting Administrative Expense Claims that have been filed with Kurtzman Carson Consultants LLC. 2 IHI Corporation ( IHI ) has agreed that Wind Down Co has until the Administrative Expense Claims Objection Bar date to object to the portion of IHI s motion seeking allowance of an administrative expense claim, but has requested that the other relief sought in its motion still be heard on September 25, 2018.

20 Pg 20 of 29 # Claimant Purported Administrative Claim Amount ECF No. Filing Date Hearing Date & Objection Deadline Noticed in Motion Confirmed that Administrative Expense Claims Objection Bar Date Applies? 9 The Calvert Company, Inc. and Nuclear Logistics LLC $1,770, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 10 CB&I Laurens, Inc. $1,645, /31/2018 None N/A 11 Thermo Fisher Scientific $65, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 12 Mackson Nuclear, LLC $71, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 13 Massey Plaintiffs, Fluor Plaintiffs, and the Putative Classes TBD /31/2018 None N/A 14 Ariba, Inc. $69, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 15 LaRocque Technical Designs Inc. d/b/a TL Designs $440, /31/2018 None N/A 16 SPX FLOW, Inc. $84, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 17 United Rentals (North America) 18 Toshiba America Energy Systems Corporation 19 MHBK (USA) Leasing & Finance LLC 20 Mizuho America Leasing LLC $23, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. $65, /31/2018 $155, /31/2018 $77, /31/ TurbinePROs, LLC $246, /31/2018 None None None None No N/A N/A N/A N/A A-2

21 Pg 21 of 29 # Claimant Purported Administrative Claim Amount ECF No. Filing Date Hearing Date & Objection Deadline Noticed in Motion Confirmed that Administrative Expense Claims Objection Bar Date Applies? 22 SSM Industries, Inc. $89, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. 23 Hydratight Operations, Inc. $129, /31/2018 Hearing Date: 9/25/2018 at 11 a.m. No 24 General Atomics Energy Group $427, /31/2018 None N/A 25 General Atomics Electromagnetic Systems Group $771, /31/2018 None N/A 26 AIG $213, /30/2018 Proposed Hearing Date: 9/25/2018 at 11 a.m. Proposed Objection Deadline: 9/18/2018 at 4 p.m. 27 Vogtle Plant Owners $112,870, /30/2018 None N/A 28 Solvay Fluorides, LLC $44, /30/2018 Hearing Date: 9/25/2018 at 11 a.m. 29 VC Summer Owners $215,564, /30/2018 None N/A 30 Pike Engineering, LLC, f/k/a UC Synergetic, LLC $519, /30/2018 Hearing Date: 10/30/2018 at 11 a.m. Objection Deadline: 10/23/2018 (no time listed) 31 ABB, Inc. $80, /30/2018 None N/A 32 Wells Fargo Claimants $38, /30/2018 Hearing Date: 9/25/2018 at 11 a.m. A-3

22 Pg 22 of 29 # Claimant Purported Administrative Claim Amount ECF No. Filing Date Hearing Date & Objection Deadline Noticed in Motion Confirmed that Administrative Expense Claims Objection Bar Date Applies? 33 G4S Secure Integration LLC $206, /29/2018 Hearing Date: 10/2/2018 at 11 a.m. Objection Deadline: 9/25/2018 at 4 p.m. 34 Curtiss-Wright Entities $1,554, ; 1973; /29/2018 Hearing Date: 9/25/2018 at 11 a.m. 35 Garney Companies, Inc. $347, /29/2018 Hearing Date: 9/25/2018 at 11 a.m. 36 Carolina Fabricators, Inc. $222, /28/2018 None N/A 37 HSG Constructors, LLC $4,949, /28/2018 None N/A 38 HII Mechanical, Inc., f/k/a Newport News Industrial Corporation $4,509, /28/2018 Hearing Date: 9/25/2018 at 11 a.m Obayashi Corporation $800, /24/2018 Hearing Date: 9/25/2018 at 11 a.m. 40 Anixter Inc. $105, /23/2018 Hearing Date: 9/25/2018 at 11 a.m. No 41 Rexel USA, Inc. d/b/a Gexpro $213, /23/2018 None N/A 42 Premier Trailer Leasing, Inc. $12, /23/2018 Hearing Date: 9/25/2018 at 11 a.m. 43 Toshiba Corporation $8,701, /16/2018 Hearing Date: 9/25/2018 at 11 a.m. 3 HII s counsel has agreed that the Administrative Expense Claims Objection Bar Date applies to its unresolved Administrative Expense Claims, but that such deadline does not apply to a Reclamation Claim resolved pursuant to the Reclamation Procedures Order [ECF Nos. 542, 1512]. A-4

23 Pg 23 of 29 # Claimant Purported Administrative Claim Amount ECF No. Filing Date Hearing Date & Objection Deadline Noticed in Motion Confirmed that Administrative Expense Claims Objection Bar Date Applies? 44 Aecon Industrial, a Division of Aecon Construction Group Inc. $5,604, /13/2018 None No 45 Consolidated Pipe & Supply Co. $575, /16/2018 Hearing Date: 5/30/2018 at 11 a.m. Subsequently adjourned by agreement with Debtors to 9/25/2018. Objection Deadline: 5/23/2018 at 4 p.m. No 46 Mistras $156, /11/2018 Hearing Date: 4/25/2018 at 11 a.m. Subsequently adjourned by agreement with Debtors to 9/25/2018. Objection Deadline: 4/18/2018 at 4 p.m. 47 Maxim Crane $88, /12/2018 None Hearing subsequently adjourned by agreement with Debtors to 9/25/ Southworth-Milton, Inc. $1,855, /13/2018 None Hearing subsequently adjourned by agreement with Debtors to 9/25/2018. No No No 49 C.A. Murren and Sons $1,042, /6/2018 None Hearing subsequently adjourned by agreement with Debtors to 9/25/2018. No 50 Envirovac $1,319, /6/2018 Hearing Date: 2/27/2018 at 11 a.m. Subsequently adjourned by agreement with Debtors to 9/25/2018. Objection Deadline: 2/20/2018 at 4 p.m. No A-5

24 Pg 24 of 29 # Claimant Purported Administrative Claim Amount ECF No. Filing Date Hearing Date & Objection Deadline Noticed in Motion Confirmed that Administrative Expense Claims Objection Bar Date Applies? 51 EvapTech, Inc. $1,052, /3/2018 Hearing Date: 1/24/2018 at 11 a.m. Subsequently adjourned by agreement with Debtors to 9/25/2018. Objection Deadline: 1/17/2018 at 4 p.m. 52 Harris Acquisition $1,361, /27/2017 Hearing Date: 12/13/2017 at 11 a.m. Subsequently adjourned by agreement with Debtors to 9/25/2018. Objection Deadline: 12/6/2017 at 4 p.m. No No A-6

25 Pg 25 of 29 Annex B Excerpts of Plan and Confirmation Order Provisions

26 Pg 26 of 29 Excerpted Provisions of the Plan and Confirmation Order Cited in the Motion Excerpted Provisions of the Plan Cited in Motion 1.2 Administrative Expense Claim means any Claim against a Debtor for payment of an administrative expense of a kind specified in section 503(b) of the Bankruptcy Code and entitled to priority or superpriority pursuant to sections 364(c)(1), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including (a) the actual and necessary costs and expenses incurred on or after the Petition Date and through the Effective Date of preserving the Estates and operating the Debtors businesses (such as wages, salaries, or commissions for service rendered after the Petition Date, and payments for goods and other services), (b) all fees and charges assessed against the Estates pursuant to sections 1911 through 1930 of chapter 123 of the title 28 of the United States Code, 28 U.S.C , and (c) all Allowed Claims that are to be treated as Administrative Expense Claims pursuant to a Final Order of the Bankruptcy Court under section 546(c)(2) of the Bankruptcy Code; provided, however that Intercompany Claims, DIP Claims and Professional Fee Claims shall not be considered Administrative Expense Claims. 1.3 Administrative Expense Claims Bar Date means the first Business Day that is 30 days following the Effective Date, except as otherwise specifically set forth in the Plan. 1.4 Administrative Expense Claims Objection Bar Date means the first Business Day that is 120 days following the Effective Date, except as otherwise specifically set forth in the Plan; provided, however, that the Administrative Expense Claims Objection Bar Date may be extended pursuant to an order of the Bankruptcy Court upon a motion filed by the Plan Oversight Board.

27 Pg 27 of Administrative Expense Claims Except to the extent that a holder of an Allowed Administrative Expense Claim and the applicable Debtor or Wind Down Co (or the Reorganized Debtors, as applicable) agree to different treatment, Wind Down Co (or with regard to an Allowed Administrative Expense Claim that is an Assumed Liability under the Plan Funding Agreement, the applicable Reorganized Debtor) shall pay to each holder of an Allowed Administrative Expense Claim Cash in an amount equal to the Allowed amount of such Allowed Claim, which payment shall be made on, or as soon as reasonably practicable after, the first Business Day after the later of the (a) Effective Date, and (b) the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim; provided, however, that the DIP Claims shall receive the treatment provided in Section 2.4 below; provided further that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by the Debtors shall be paid by Wind Down Co or the Reorganized Debtors (as applicable) in the ordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to such transactions. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court (including the Bar Date Order) or as provided by Section 2.4 hereof, requests for payment of Administrative Expense Claims, other than requests for payment of Professional Fee Claims, must be filed and served on the Debtors no later than the Administrative Expense Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order. Holders of Administrative Expense Claims that are required to file and serve a request for payment of such Administrative Expense Claims and that do not file and serve such a request by the Administrative Expense Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Expense Claims against the Debtors, Wind Down Co, and the Reorganized Debtors, or their property, and such Administrative Expense Claims shall be deemed compromised, settled, and released as of the Effective Date. The Plan Oversight Board may file and serve objections to Administrative Expense Claims on or before the Administrative Expense Claims Objection Bar Date. 5.4 Wind Down Co (d) Post-Effective Date Authority of Wind Down Co After the Effective Date, Wind Down Co shall have the authority, without the need for Bankruptcy Court approval (unless otherwise expressly indicated herein), to perform its obligations hereunder, including, without limitation, to

28 Pg 28 of 29 provided, however, that Wind Down Co shall take the following actions to implement the Plan, solely as directed by the Plan Oversight Board: (A) except to the extent Claims have been previously Allowed, control and effectuate the Reconciliation Plan, including to object to, seek to subordinate, compromise or settle any and all Claims against the Debtors (other than Assumed Liabilities); 8.1 Objections to Prepetition Claims As of the Effective Date, objections to, and requests for estimation of Claims against the Debtors may only be interposed and prosecuted by Wind Down Co (as directed by the Plan Oversight Board). Such objections and requests for estimation shall be served and filed on or before the Claims Objection Bar Date. SECTION 13. RETENTION OF JURISDICTION On and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all matters arising in, arising under, and related to the Chapter 11 Cases for, among other things, the following purposes: (d) to consider Claims or the allowance, subordination, classification, priority, compromise, estimation or payment of any Claim; (j) to take any action and issue such orders as may be necessary to construe, interpret, enforce, implement, execute, and consummate the Plan or to maintain the integrity of the Plan following Consummation;

29 Pg 29 of 29 Excerpted Provision of the Confirmation Order Cited in Motion 54 Immediate Binding Effect. Pursuant to section 1141 and the other applicable provisions of the Bankruptcy Code, on or after entry of this Confirmation Order and subject to the occurrence of the Effective Date, the terms of the Plan (including the exhibits thereto and all documents and agreements executed pursuant thereto or in connection therewith), the Plan Supplement, and this Confirmation Order shall be immediately effective and enforceable and shall bind the Reorganized Debtors, the Released Parties, the Exculpated Parties, all holders of Claims and Interests (irrespective of whether such Claims or Interests are impaired under the Plan or whether the holders of such Claims or Interests accepted or are deemed to have accepted the Plan), any other person giving, acquiring, or receiving property under the Plan, any and all non-debtor parties to executory contracts and unexpired leases with any of the Debtors, any other party in interest in the Chapter 11 Cases, and the respective heirs, executors, administrators, successors, or assigns, if any, of any of the foregoing. On the Effective Date, all settlements (including the Global Settlement), compromises, releases (including, without limitation, the releases set forth in Sections 11 of the Plan), waivers, discharges, exculpations, and injunctions set forth in the Plan shall be effective and binding on Persons who may have had standing to assert any settled, compromised, released, waived, discharged, exculpated, or enjoined Causes of Action after the Effective Date. * * *