NOTICE OF PRESENTMENT OF WIND DOWN CO S MOTION FOR ENTRY OF AN ORDER EXTENDING THE CLAIMS OBJECTION BAR DATE

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1 Presentment Date and Time January 10, 2019 at 1100 a.m. (Eastern Time) Objection Deadline January 7, 2019 at 400 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed) January 15, 2019 at 1100 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 Lauren Shumejda Counsel to W Wind Down Co LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC Case No (MEW) COMPANY LLC, et al., Debtors. 1 (Jointly Administered) x NOTICE OF PRESENTMENT OF WIND DOWN CO S MOTION FOR ENTRY OF AN ORDER EXTENDING THE CLAIMS OBJECTION BAR DATE PLEASE TAKE NOTICE that on January 10, 2019 at 1100 a.m. (Eastern Time), Wind Down Co 2 will present the Motion For Entry of an Order Extending the Claims 1 On September 25, 2018, many of the Debtors Chapter 11 Cases were closed pursuant to the Court s Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; and (III) Granting Related Relief [ECF No. 3956]. The Debtors in the remaining 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 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.

2 Objection Bar Date (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 January 7, 2019 at 400 p.m. (Eastern Time) (the Objection Deadline ). 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 and not resolved, a hearing will be held on January 15, Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Motion. 2

3 at 1100 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 December 21, 2018 New York, New York /s/ Kyle J. Kimpler Alan W. Kornberg Kyle J. Kimpler Lauren Shumejda PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone +1 (212) Facsimile +1 (212) akornberg@paulweiss.com kkimpler@paulweiss.com lshumejda@paulweiss.com Counsel to Wind Down Co 3

4 Presentment Date and Time January 10, 2019 at 1100 a.m. (Eastern Time) Objection Deadline January 7, 2019 at 400 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed) January 15, 2019 at 1100 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 Lauren Shumejda Counsel to W Wind Down Co LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC Case No (MEW) COMPANY LLC, et al., Debtors. 1 (Jointly Administered) x WIND DOWN CO S MOTION FOR ENTRY OF AN ORDER EXTENDING THE CLAIMS OBJECTION BAR DATE 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 the obligations of Westinghouse Electric Company LLC ( WEC ) and certain of its affiliates (collectively, 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

5 the Debtors ) under the Plan (as defined herein), 2 as directed by the Plan Oversight Board, respectfully represents as follows in support of this motion ( Motion ) Introduction 1. Under the Plan, Wind Down Co has an initial period of 180 days from the Effective Date to review and analyze claims and, if necessary, to file objections or seek estimation with respect thereto. Plan at 1.29; 8.1. If Wind Down Co does not object to the allowance of a claim by this time (as defined in the Plan, the Claims Objection Bar Date ), that claim is deemed Allowed by operation of the Plan. Id. at 1.6. That deadline, however, may be extended by the Court. Id. at Accordingly, pursuant to this Motion, Wind Down Co seeks a 180- day extension of the Claims Objection Bar Date, without prejudice to its ability to seek additional extensions More than 3,690 proofs of claim (and 50 administrative expense claim motions) have been filed in these chapter 11 cases, asserting claims in the aggregate amount of almost $115 billion. Reconciling this volume of claims in six months would have proven challenging in any chapter 11 case. However, these chapter 11 cases present unique circumstances that have made reconciling claims in this timeframe even more challenging. In particular, as previously described to the Court, Wind Down Co s initial claims reconciliation efforts were materially delayed due to events outside of Wind Down Co s control. ECF No at 3. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. 3 The Claims Objection Bar Date is distinct from the Administrative Expense Claims Bar Date, which applies only to requests for payment of administrative expenses and which has previously been extended by order of the Court. See Order Extending the Administrative Expense Claims Objection Bar Date to January 28, 2019 [ECF No. 4100], entered on November 14, Wind Down Co does not seek to extend the Administrative Expense Claims Bar Date by this Motion. 2

6 3. Notwithstanding the unanticipated delay, considerable progress has been made in the claims reconciliation process. As of the date hereof, approximately 70% of all claims asserted in these cases have been resolved. Since the Effective Date, Wind Down Co has filed 16 omnibus objections seeking to disallow a total of 942 claims in the amount of $2.4 billion. Moreover, since gaining access to the Reorganized Debtors books and records and employees in early October 2018, Wind Down Co has executed 120 settlement agreements with creditors, resolving an aggregate amount of almost $90 million in asserted claims. In addition, working with the UCC, Wind Down Co has expunged or capped almost all unliquidated claims. See ECF Nos. 4118; As a result of these efforts, as of the date hereof, there are 836 general unsecured claims outstanding in the aggregate amount of approximately $3 billion. 4. In light of the substantial progress that has been made including with respect to the resolution of both Administrative Expense Claims and General Unsecured Claims on or about December 17, 2018, the UCC initiated an initial distribution of approximately $75 million to more than 1,100 different holders of Class 3A General Unsecured Claims. This initial distribution represents payment of approximately 25% of such holders Allowed Class 3A General Unsecured Claims a significant initial distribution that is indicative of the progress that has been made in the overall claims reconciliation effort. See Order Extending Initial Distribution Date, Solely With Respect to Class 3A General Unsecured Claims, to December 15, 2018 [ECF No. 4102]. 5. Despite the substantial progress made to date, additional time is needed to complete the claims reconciliation process. Significant claims remain unresolved, many of which involve complex commercial matters and will require substantial time and resources to resolve. The requested extension of the Claims Objection Bar Date is specifically contemplated by the Plan 3

7 and is consistent with the relief granted in many chapter 11 cases of similar size and complexity. Moreover, the requested relief will not prejudice creditors. The Plan provides for a Disputed Claims Reserve pending distribution, and distributions to parties whose claims have already been Allowed including Allowed Class 3A General Unsecured Claims will not be delayed by an extension of this timeframe, as evidenced by the UCC s initial distribution. 6. Furthermore, extending the Claims Objection Bar Date will ensure that Wind Down Co has sufficient time to fully assess each of the remaining claims. If Wind Down Co is better prepared to analyze the merits of the claims, then it will be better positioned to resolve such claims on a consensual basis which remains a primary objective. Absent the relief requested herein, Wind Down Co would be forced to object to all of the unresolved claims or risk that such claims would be allowed by default before they are adequately reviewed. Objecting to all unresolved claims at this stage would needlessly waste judicial resources and divert Wind Down Co s resources that would be better spent pursuing the consensual claims resolutions. Background 7. On March 29, 2017 (the Petition Date ), the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the Chapter 11 Cases ). 8. On June 28, 2017, the Court entered the Order Pursuant to 11 U.S.C. 502(b)(9), Fed. R. Bankr. P and 3003(c)(3), and Local Rule (I) Establishing Deadline for Filing Proofs of Claim and Procedures Relating Thereto and (II) Approving Form and Manner of Notice Thereof [ECF No. 0788] (the Bar Date Order ). The Bar Date Order set September 1, 2017 and September 25, 2017 at 500 p.m. (Prevailing Eastern Time) as the deadlines by which non-governmental claimants and governmental claimants, respectively, must file a proof of claim. 4

8 9. On November 15, 2017, the Court entered the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P and 9019(b) Authorizing the Debtors to (I) File Omnibus Claims Objections and (II) Establish Procedures for Settling Certain Claims [ECF No. 1761]. This Order authorized the Debtors to file omnibus objections and settle claims in accordance with the Settlement Procedures set forth therein. 10. 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 ). The Plan became effective on August 1, 2018 (the Effective Date ). See Notice of Effective Date of Debtors Modified Second Amended Joint Chapter 11 Plan of Reorganization, dated August 1, [ECF No. 3705]. 11. Pursuant to Section 5.4 of the Plan, Wind Down Co was created on the Effective Date and is responsible for administering the Debtors obligations under the Plan. See Plan at 5.4(c). The Plan requires that Wind Down Co (at the direction of the Plan Oversight Board) file any objections to claims by January 28, 2019 (such date being the first Business Day that is 180 days following the Effective Date), unless that deadline is extended by the Court. Id. at On November 14, 2018, the Court entered an Order Extending the Administrative Expense Claims Objection Bar Date to January 28, [ECF No. 4100]. The primary rationale behind Wind Down Co s request for such an extension was that the Reorganized Debtors had initially failed to furnish Wind Down Co with access to the Debtors books and records, employees, and financial or contractual documents, which caused a two-month delay in the administrative expense claim reconciliation process. ECF No at 16. That same delay 5

9 has impacted the reconciliation of other types of claims that have been filed in these cases, including, most notably, the more than $2.9 billion in unresolved general unsecured claims While Wind Down Co continues to make progress reconciling claims, it will not be possible to resolve all claims by the current Claims Objection Bar Date. Accordingly, Wind Down Co requests an extension of the Claims Objection Bar Date by 180 days to July 26, Jurisdiction and Venue 14. 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 15. By this Motion, pursuant to sections 105(a) and 1142 of the Bankruptcy Code, and Bankruptcy Rule 9006(b), Wind Down Co seeks entry of an order extending the Claims Objection Bar Date by 180 days, to July 26, A proposed form of order granting the relief requested by the Motion is attached hereto as Exhibit A. Basis for Relief 16. There is ample cause to extend the Claims Objection Bar Date. The Plan, the Bankruptcy Rules, the Bankruptcy Code, and the unique circumstances of these Chapter 11 Cases all establish that there is sufficient cause to grant the relief requested. The Court has 4 Wind Down Co is not now seeking or anticipating the need to seek further extension of the Administrative Expense Claims Objection Bar Date. Wind Down Co expects to consensually resolve or object to substantially all Administrative Expense Claims by the current deadline of January 28, 2019, provided that Wind Down Co may seek a consensual extension with respect to particular Administrative Expense Claims. 5 Wind Down Co reserves the right to seek an additional extension of this deadline. 6

10 authority to extend the Claims Objection Bar Date pursuant to the Plan. The Plan expressly envisioned that it might be necessary and appropriate to extend the deadline for objecting to or resolving claims in these cases. See Plan 1.29 (defining Claims Objection Bar Date as the first Business Day that is 180 days after the Effective Date or such later date as may be permitted pursuant to an order of the Bankruptcy Court upon a motion filed by the Plan Oversight Board. ) (emphasis added). Moreover, Bankruptcy Rule 9006(b) authorizes the Court for cause shown [ ] at any time in its discretion to extend a deadline if the request therefor is made before the expiration of the period originally prescribed. FED. R. BANKR. P. 9006(b)(1). 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). Section 1142 of the Bankruptcy Code authorizes the court to direct the debtor and any other necessary party... to perform any... act... that is necessary for the consummation of the plan. 11 U.S.C Courts in this District have routinely granted extensions of the time to object to claims in other large chapter 11 cases. See, e.g., In re Lehman Brothers Holdings Inc., No (SCC), ECF Nos , 50165, 54122, (Bankr. S.D.N.Y.); In re MF Global Holdings Ltd., No (MG), ECF Nos. 1869, 2028, 2102, 2160, 2200, 2247, 2290 (Bankr. S.D.N.Y.), In re Motors Liquidation Corp., No (MG), ECF Nos , 12092, 12364, 12499, (Bankr. S.D.N.Y.); In re Refco Inc., No (RDD), ECF Nos. 4936, 5498, 5882, 6260, 6384, 6614, 6729, 6801, 6865, 6929, 7021 (Bankr. S.D.N.Y.). 18. Cause exists to grant the extension sought here. First, this is Wind Down Co s first request for an extension of the deadline to object to or resolve general unsecured claims in these cases. Second, Wind Down Co and the Plan Oversight Board have been diligently working 7

11 to review and analyze claims, determine whether there are grounds for objection, and negotiate consensual resolutions with claimants, where appropriate. As a result of these efforts, Wind Down Co has despite the unanticipated delays at the outset of the claims reconciliation process following the Effective Date been able to resolve 1,247 proofs of claim and file 16 different omnibus claims objections that address close to 1,000 different proofs of claim. Given the sheer number and complexity of claims asserted in these Chapter 11 Cases, it is more than appropriate to extend the deadline past January 28, For these reasons, Wind Down Co believes that cause exists to grant the requested relief. 19. Importantly, granting the requested relief will benefit all parties in interest. An extension of the Claims Objection Bar Date will provide Wind Down Co the necessary time to discharge its duties to all holders of claims against the Debtors. In particular, the additional time will enable Wind Down Co to make appropriate determinations of how to proceed with respect to the remaining claims. The extension will also allow Wind Down Co to continue its efforts to resolve claims consensually out of court, reducing the need for judicial intervention. 20. Wind Down Co does not seek this extension for purposes of delay, and granting the extension will not prejudice any claimants. Accordingly, Wind Down Co seeks to extend the Claims Objection Bar Date as requested herein. 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. 8

12 No Prior Request 22. No prior request for the relief sought herein has been made to this or any other court. Conclusion 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 December 21, 2018 New York, New York /s/ Kyle J. Kimpler Alan W. Kornberg Kyle J. Kimpler Lauren Shumejda 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 9

13 Exhibit A Proposed Order

14 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC Case No (MEW) COMPANY LLC, et al., Debtors. 1 (Jointly Administered) x ORDER EXTENDING THE CLAIMS OBJECTION BAR DATE Upon the motion, dated December 21, 2018 (the Motion ), 2 of W Wind Down Co LLC ( Wind Down Co ), pursuant to sections 105(a) and 1142 of title 11 of the United States Code and Rule 9006(b) of the Federal Rules of Bankruptcy Procedure, seeking an extension of the Claims Objection Bar Date, as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the 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 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The 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.

15 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 Claims Objection Bar Date is hereby extended for a period of 180 days to July 26, 2019 without prejudice to the ability of the Plan Oversight Board and Wind Down Co to request further extensions pursuant to Section 1.29 of the Plan; 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 Wind Down Co, the Claims and Noticing Agent, and the Clerk of this Court are authorized to take all actions necessary or appropriate to give effect to this Order; 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, 2019 New York, New York HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE 2