mew Doc 1734 Filed 11/13/17 Entered 11/13/17 14:12:50 Main Document Pg 1 of 21

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1 Pg 1 of 21 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 TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone: (212) Facsimile: (212) Albert Togut Kyle J. Ortiz Brian F. Moore Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Ltd. 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 CERTIFICATE OF NO OBJECTION UNDER 28 U.S.C REGARDING MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 364 AND 105 FOR AUTHORITY TO ENTER INTO SECOND AMENDMENTS TO EXISTING DIP CREDIT AGREEMENT AND LIQUIDITY FACILITY AGREEMENT TO THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE: 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 WEIL:\ \1\

2 Pg 2 of 21 Pursuant to 28 U.S.C. 1746, and in accordance with this Court s case management procedures set forth in 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 Case Management Order ), the undersigned hereby certifies as follows: 1. On October 31, 2017, Westinghouse Electric Company LLC, Toshiba Nuclear Energy Holdings (UK) Ltd., and certain of their affiliates, as debtors and debtors-inpossession (collectively, the Debtors ), filed the Motion of Debtors Pursuant to 11 U.S.C. 364 and 105 for Authority to Enter Into Second Amendments to Existing DIP Credit Agreement and Liquidity Facility Agreement [ECF No. 1662] (the Motion ) In accordance with the Case Management Order, the Debtors established a deadline (the Objection Deadline ) for parties to object or file responses to the Motion. The Objection Deadline was set for November 8, 2017 at 4:00 p.m. (Eastern Time). 3 The Case Management Order provides that pleadings may be granted without a hearing, provided that no objections or other responsive pleadings have been filed on or prior to the relevant response deadline and the attorney for the entity who filed the pleading complies with the relevant procedural and notice requirements. 3. The Objection Deadline has now passed and, to the best of my knowledge, no responsive pleadings have been filed with the Court on the docket of the above-referenced cases in accordance with the procedures set forth in the Case Management Order or served on counsel to the Debtors. 2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Motion. 3 The Debtors granted an informal extension of the Objection Deadline to the Official Committee of Unsecured Creditors to November 13, WEIL:\ \1\

3 Pg 3 of Annexed hereto as Exhibit A is a revised version of the Proposed Order (as defined in the Motion) (the Revised Order ). Annexed hereto as Exhibit B is a blackline comparison of the Revised Order to the Proposed Order. 5. The parties impacted by the revisions to the Proposed Order have consented to the entry of the Revised Order. 6. Accordingly, the Debtors respectfully request that the Proposed Order be entered in accordance with the procedures described in the Case Management Order. I declare that the foregoing is true and correct. Dated: November 13, 2017 New York, New York /s/ Robert J. Lemons 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 -and- Albert Togut Kyle J. Ortiz Brian F. Moore TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone: (212) Facsimile: (212) Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited 3 WEIL:\ \1\

4 Pg 4 of 21 Exhibit A Revised Order WEIL:\ \1\

5 Pg 5 of 21 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No (MEW) : Debtors. 1 : (Jointly Administered) x ORDER PURSUANT TO 11 U.S.C. 364 AND 105(a) AUTHORIZING DEBTORS TO ENTER INTO SECOND AMENDMENTS TO EXISTING DIP CREDIT AGREEMENT AND LIQUIDITY FACILITY AGREEMENT Upon the motion [Docket No. 1662] (the Motion ), 2 dated October 31, 2017, of Westinghouse Electric Company LLC ( WEC ), Toshiba Nuclear Energy Holdings (UK) Limited ( TNEH ), and certain of their affiliates, as debtors and debtors in possession in the abovecaptioned chapter 11 cases (collectively, the Debtors ), pursuant to sections 364 and 105(a) of the Bankruptcy Code, for an order, inter alia, authorizing the Debtors to enter into that certain Amendment No. 2 to the Debtors Superpriority Senior Debtor-in-Possession Credit Agreement dated as of May 26, 2017 (as amended by Amendment No. 1 on October 26, 2017, the DIP Credit Agreement ) annexed hereto as Exhibit 1 (the DIP Amendment ), and that certain Amendment 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Motion.

6 Pg 6 of 21 and Restatement Agreement to the Debtors Liquidity Facility Agreement dated as of April 5, 2017 (as amended and restated, the LFA, and together with the DIP Credit Agreement, the Loan Documents ) annexed hereto as Exhibit 2 (the LFA Amendment, and together with the DIP Amendment, the Amendments ), all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having held a hearing to consider the relief requested in the Motion (the Hearing ), at which time all interested parties were offered an opportunity to be heard; and upon the First Day Declaration, the Buschmann Declaration, the First Amendment Declaration, the Donahue Declaration, 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 the Debtors, their estates, creditors, and all parties in interest and represents an appropriate exercise of the Debtors reasonable business judgment; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is granted to the extent set forth herein.

7 Pg 7 of The Debtors are hereby authorized, pursuant to section 364 and 105(a) of the Bankruptcy Code, to enter into and perform their obligations under the Amendments. 3. The DIP Amendment is hereby deemed to be a DIP Loan Document (as defined in the Final DIP Order) and the obligations of the Debtors under the DIP Amendment are hereby deemed to be DIP Loan Obligations (as defined in the Final DIP Order). 3 The DIP Amendment was negotiated in good faith, at arm s length and the terms of the provisions of the DIP Amendment are fair and reasonable within the meaning of section 364(e) of the Bankruptcy Code, and the DIP Lenders are entitled to all of the protections thereof with respect to the DIP Amendment. In addition, each and every finding, term, provision, and protection set forth in the Final DIP Order (including, without limitation, the Business Judgment and Good Faith Pursuant to Section 364(e) findings in paragraph H therein and any all claims, liens and rights granted to the Agents and the Lenders (as defined in the Final DIP Order) therein) and the DIP Loan Documents are fully applicable to the Amendments, shall remain unchanged except as amended by the Amendments, shall continue to apply in full force and effect, and are incorporated herein by reference as if fully set forth herein. 4. The first sentence of section 5 of that certain Protocol approved by the Final DIP Order and annexed thereto as Exhibit C, and as amended by the DIP Amendment Order 4 (the Protocol ), shall be deleted and replaced with the following: For (i) loans made by a Debtor to a non-lfa party that cannot accede to the LFA (other than up to $40 million in loans made 3 See Final Order (I) Authorizing Debtors to Obtain Senior Secured, Superpriority, Postpetition Financing, (II) Granting Liens and Superpriority Claims Pursuant to Bankruptcy Code Sections 105, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004, and 9014 and Local Rule and (III) Granting Related Relief dated May 26, 2017 [Docket No. 565] (the Final DIP Order ). 4 See Amended Order Pursuant To 11 U.S.C. 364 and 105(a) Authorizing Debtors to Enter Into Amendments to Existing DIP Credit Agreement and Liquidity Facility Agreement dated [Docket No. 1675] (the DIP Amendment Order ).

8 Pg 8 of 21 pursuant to section 6.4(o) of the DIP Credit Agreement, and up to $10 million in loans made pursuant to section 6.4(p) of the DIP Credit Agreement), and (ii) investments made in Toshiba Nuclear Energy Holdings (UK) Limited or any of its direct or indirect subsidiaries pursuant to section 6.4(k) of the DIP Credit Agreement, WEC will provide the UCC with information substantially similar to the information and documentation provided under the LFA for an Advance Request in paragraphs 3(a) and 4(a) above. 5. The following shall be added to the end of section 2 of the Protocol: In addition to the $100 million in forecasted advances, amounts to be loaned by the Debtors under the LFA for the purpose of (a) making up to $40 million of investments in Mangiarotti S.p.A. ( Mangiarotti ) pursuant to section 6.4 of the DIP Credit Agreement or section 4(n) of Schedule 4 to the LFA, or (b) making up to $10 million of aggregate investments in Westinghouse Electric Belgium S.A., Westinghouse Electric (Asia) SA, or Astare pursuant to section 6.4(p) of the DIP Credit Agreement or section 4(o) to Schedule 4 of the LFA, shall also be considered Acknowledged Advances. A conformed copy of the amended Protocol is attached hereto as Exhibit The condition precedent to the transfer of Toshiba Corporation s ( Toshiba ) 70% interest in Mangiarotti that the Claim Swap (as defined in the Motion) occurs cannot be waived without the consent of the Official Committee of Unsecured Creditors (the UCC ). 7. Each of the (i) Term Sheet to Finalize Funding, Acquisition and Certain Related Transactions dated October 30, 2017, annexed to the Motion as Exhibit B (the Term Sheet, and the transactions contemplated thereby, the Transactions ), (ii) the Final Waiver Letter, a form of which is annexed to the Term Sheet as Exhibit C, once delivered by Toshiba, and

9 Pg 9 of 21 (iii) definitive closing documents in respect of the Transactions, are deemed amended to provide that Toshiba is granting an irrevocable and unconditional waiver of and release with respect to any and all claims it has against Mangiarotti (whether known or unknown, contingent or otherwise). 8. Any material modification of, or supplement to, the Term Sheet, or any of the Transactions, including, without limitation, the Claim Swap, that is materially adverse to the Debtors estates, shall require the consent of the UCC. 9. The entry of this Order and the consummation of the Transactions shall not affect any objections, claims, actions, or defenses to the validity of the WECHOL Cash Pool Claim (as defined in the Motion) or any other proof of claim, and any and all such objections, claims, actions, or defenses are preserved. 10. The notice provided by the Debtors of the Motion and the relief requested therein constitutes due and sufficient notice thereof. 11. The requirements of Bankruptcy Rule 6004(h) are waived, and this Order shall be immediately effective and enforceable upon its entry. 12. The Debtors are authorized to take all actions that are necessary or appropriate to implement the relief granted in this Order. 13. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order. Dated:, 2017 New York, New York UNITED STATES BANKRUPTCY JUDGE

10 Pg 10 of 21 Exhibit 1 DIP Amendment

11 Pg 11 of 21 Exhibit 2 LFA Amendment

12 Pg 12 of 21 Exhibit 3 Amended Protocol

13 Pg 13 of 21 Exhibit B Comparison of Revised Order to Proposed Order Annexed to Motion WEIL:\ \1\

14 Pg 14 of 21 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No (MEW) : Debtors. 1 : (Jointly Administered) x ORDER PURSUANT TO 11 U.S.C. 364 AND 105(a) AUTHORIZING DEBTORS TO ENTER INTO SECOND AMENDMENTS TO EXISTING DIP CREDIT AGREEMENT AND LIQUIDITY FACILITY AGREEMENT Upon the motion [Docket No. _1662] (the Motion ), 2 dated October 31, 2017, of Westinghouse Electric Company LLC ( WEC ), Toshiba Nuclear Energy Holdings (UK) Limited ( TNEH ), and certain of their affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), pursuant to sections 364 and 105(a) of the Bankruptcy Code, for an order, inter alia, authorizing the Debtors to enter into that certain Amendment No. 2 to the Debtors Superpriority Senior Debtor-in-Possession Credit Agreement dated as of May 26, 2017 (as amended by Amendment No. 1 on October 26, 2017, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Motion.

15 Pg 15 of 21 the DIP Credit Agreement ) annexed hereto as Exhibit 1 (the DIP Amendment ), and that certain Amendment and Restatement Agreement to the Debtors Liquidity Facility Agreement dated as of April 5, 2017 (as amended and restated, the LFA, and together with the DIP Credit Agreement, the Loan Documents ) annexed hereto as Exhibit 2 (the LFA Amendment, and together with the DIP Amendment, the Amendments ), all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference M- 431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided; and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having held a hearing to consider the relief requested in the Motion (the Hearing ), at which time all interested parties were offered an opportunity to be heard; and upon the First Day Declaration, the Buschmann Declaration, the First Amendment Declaration, the Donahue Declaration, 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 the Debtors, their estates, creditors, and all parties in interest and represents an appropriate exercise of the Debtors reasonable business judgment; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is granted to the extent set forth herein.

16 Pg 16 of The Debtors are hereby authorized, pursuant to section 364 and 105(a) of the Bankruptcy Code, to enter into and perform their obligations under the Amendments. 3. The DIP Amendment is hereby deemed to be a DIP Loan Document (as defined in the Final DIP Order) and the obligations of the Debtors under the DIP Amendment are hereby deemed to be DIP Loan Obligations (as defined in the Final DIP Order). 3 The DIP Amendment was negotiated in good faith, at arm s length and the terms of the provisions of the DIP Amendment are fair and reasonable within the meaning of section 364(e) of the Bankruptcy Code, and the DIP Lenders are entitled to all of the protections thereof with respect to the DIP Amendment. In addition, each and every finding, term, provision, and protection set forth in the Final DIP Order (including, without limitation, the Business Judgment and Good Faith Pursuant to Section 364(e) findings in paragraph H therein and any all claims, liens and rights granted to the Agents and the Lenders (as defined in the Final DIP Order) therein) and the DIP Loan Documents are fully applicable to the Amendments, shall remain unchanged except as amended by the Amendments, shall continue to apply in full force and effect, and are incorporated herein by reference as if fully set forth herein. 4. The first sentence of section 5 of that certain Protocol approved by the Final DIP Order and annexed thereto as Exhibit C, and as amended by the DIP Amendment Order 4 (the Protocol ), shall be deleted and replaced with the following: For (i) loans made by 3 See Final Order (I) Authorizing Debtors to Obtain Senior Secured, Superpriority, Postpetition Financing, (II) Granting Liens and Superpriority Claims Pursuant to Bankruptcy Code Sections 105, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004, and 9014 and Local Rule and (III) Granting Related Relief dated May 26, 2017 [Docket No. 565] (the Final DIP Order ). 4 See Amended Order Pursuant To 11 U.S.C. 364 and 105(a) Authorizing Debtors to Enter Into Amendments to Existing DIP Credit Agreement and Liquidity Facility Agreement dated [Docket No ] (the DIP Amendment Order ).

17 Pg 17 of 21 a Debtor to a non-lfa party that cannot accede to the LFA (other than up to $40 million in loans made pursuant to section 6.4(o) of the DIP Credit Agreement, and up to $10 million in loans made pursuant to section 6.4(p) of the DIP Credit Agreement), and (ii) investments made in Toshiba Nuclear Energy Holdings (UK) Limited or any of its direct or indirect subsidiaries pursuant to section 6.4(k) of the DIP Credit Agreement, WEC will provide the UCC with information substantially similar to the information and documentation provided under the LFA for an Advance Request in paragraphs 3(a) and 4(a) above. 5. The following shall be added to the end of section 2 of the Protocol: In addition to the $100 million in forecasted advances, amounts to be loaned by the Debtors under the LFA for the purpose of (a) making up to $40 million of investments in Mangiarotti S.p.A. ( Mangiarotti ) pursuant to section 6.4 of the DIP Credit Agreement or section 4(n) of Schedule 4 to the LFA, or (b) making up to $10 million of aggregate investments in Westinghouse Electric Belgium S.A., Westinghouse Electric (Asia) SA, or Astare pursuant to section 6.4(p) of the DIP Credit Agreement or section 4(o) to Schedule 4 of the LFA, shall also be considered Acknowledged Advances. A conformed copy of the amended Protocol is attached hereto as Exhibit The condition precedent to the transfer of Toshiba Corporation s ( Toshiba ) 70% interest in Mangiarotti that the Claim Swap (as defined in the Motion) occurs cannot be waived without the consent of the Official Committee of Unsecured Creditors (the UCC ). 7. Each of the (i) Term Sheet to Finalize Funding, Acquisition and Certain Related Transactions dated October 30, 2017, annexed to the Motion as Exhibit B (the Term Sheet, and the transactions contemplated thereby, the Transactions ), (ii) the Final Waiver

18 Pg 18 of 21 Letter, a form of which is annexed to the Term Sheet as Exhibit C, once delivered by Toshiba, and (iii) definitive closing documents in respect of the Transactions, are deemed amended to provide that Toshiba is granting an irrevocable and unconditional waiver of and release with respect to any and all claims it has against Mangiarotti (whether known or unknown, contingent or otherwise). 8. Any material modification of, or supplement to, the Term Sheet, or any of the Transactions, including, without limitation, the Claim Swap, that is materially adverse to the Debtors estates, shall require the consent of the UCC. 9. The entry of this Order and the consummation of the Transactions shall not affect any objections, claims, actions, or defenses to the validity of the WECHOL Cash Pool Claim (as defined in the Motion) or any other proof of claim, and any and all such objections, claims, actions, or defenses are preserved The notice provided by the Debtors of the Motion and the relief requested therein constitutes due and sufficient notice thereof The requirements of Bankruptcy Rule 6004(h) are waived, and this Order shall be immediately effective and enforceable upon its entry The Debtors are authorized to take all actions that are necessary or appropriate to implement the relief granted in this Order The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order. Dated:, 2017 New York, New York UNITED STATES BANKRUPTCY JUDGE

19 Pg 19 of 21 Exhibit 1 DIP Amendment

20 Pg 20 of 21 Exhibit 2 LFA Amendment

21 Pg 21 of 21 Exhibit 3 Amended Protocol