mew Doc 3904 Filed 09/11/18 Entered 09/11/18 17:32:24 Main Document Pg 1 of 14

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1 Pg 1 of 14 Presentment Date and Time: September 25, 2018 at 11:00 a.m. (ET) Objection Deadline: September 18, 2018 at 4:00 p.m. (ET) Hearing Date and Time (Only if Objection Filed) - TBD by Court Martin J. Bienenstock Timothy Q. Karcher Vincent Indelicato PROSKAUER ROSE LLP Eleven Times Square New York, NY Tel: (212) Fax: (212) Counsel to the Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Westinghouse Electric Company LLC, et al., Debtors. 1 Chapter 11 Case No (MEW) (Jointly Administered) NOTICE OF PRESENTMENT OF MOTION OF STATUTORY UNSECURED CLAIMHOLDERS COMMITTEE FOR ORDER EXTENDING INITIAL DISTRIBUTION DATE, SOLELY WITH RESPECT TO CLASS 3A GENERAL UNSECURED CLAIMS, TO NOVEMBER 15, 2018 PLEASE TAKE NOTICE that on September 25, 2018 at 11:00 a.m. (Eastern Time), the statutory unsecured claimholders committee (the UCC ) of Westinghouse Electric Company LLC and each of its affiliated debtors and debtors in possession (together, the Debtors ) will present the Motion of Statutory Unsecured Claimholders Committee for Order Extending Initial Distribution Date, Solely With Respect to Class 3A General Unsecured Claims, to November 15, 2018 (the Motion ), 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 14 which seeks entry of the form of Order attached to the Motion as Exhibit A (the Proposed Order ), to the Honorable Michael E. Wiles, in the United States Bankruptcy Court for the Southern District of New York, located at One Bowling Green, New York, New York, (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that any responses or objections (the Objections ) to the Motion must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ), and shall be filed with the Bankruptcy Court (a) 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 (b) by all other parties in interest, on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the extent applicable, and served in accordance with General Order M-399 and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures [ECF No. 101] so as to be received no later than September 18, 2018 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 2

3 Pg 3 of 14 PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Motion, the UCC may, on or after the Objection Deadline, submit to the Bankruptcy Court the Proposed Order, which order may be entered with no further notice or opportunity to be heard. If an objection is timely filed, pursuant to Local Rule (b)(3), the Court will notify the moving and objecting parties of the date and time of any hearing. Dated: September 11, 2018 New York, New York Respectfully submitted, /s/ Timothy Q. Karcher Martin J. Bienenstock Timothy Q. Karcher Vincent Indelicato PROSKAUER ROSE LLP Eleven Times Square New York, NY Tel: (212) Fax: (212) Counsel to the Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al. 3

4 Pg 4 of 14 Presentment Date and Time: September 25, 2018 at 11:00 a.m. (ET) Objection Deadline: September 18, 2018 at 4:00 p.m. (ET) Hearing Date and Time (Only if Objection Filed) - TBD by Court Martin J. Bienenstock Timothy Q. Karcher Vincent Indelicato PROSKAUER ROSE LLP Eleven Times Square New York, NY Tel: (212) Fax: (212) Counsel to the Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Westinghouse Electric Company LLC, et al., Debtors. 1 Chapter 11 Case No (MEW) (Jointly Administered) MOTION OF STATUTORY UNSECURED CLAIMHOLDERS COMMITTEE FOR ORDER EXTENDING INITIAL DISTRIBUTION DATE, SOLELY WITH RESPECT TO CLASS 3A GENERAL UNSECURED CLAIMS, TO NOVEMBER 15, 2018 To the Honorable Michael E. Wiles, United States Bankruptcy Judge: The statutory unsecured claimholders committee (the UCC ) of Westinghouse Electric Company LLC, et al. (the Debtors ) files this motion (the Motion ) for entry of an order (the Proposed Order ), substantially in the form attached hereto as Exhibit A, pursuant to sections 105(a) and 1142(b) of title 11 of the United States Code (the Bankruptcy Code ), and sections 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 (2348), 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 (Initial Distribution Date), 5.7 (Continuing Role of UCC), 7.3 (Date of Distributions), and 13 (Retention of Jurisdiction) of the confirmed Modified Second Amended Joint Chapter 11 Plan of Reorganization [ECF No. 2986] (the Plan ) 2, extending the Initial Distribution Date, solely with respect to Class 3A General Unsecured Claims, for an additional forty-five (45) days, to November 15, 2018, without prejudice to the UCC to seek further extensions. Jurisdiction and Venue 1. The United States Bankruptcy Court for the Southern District of New York (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 1334, section 13 of the Plan, and this Court s Findings of Fact, Conclusions of Law, and Order Confirming Modified Second Amended Joint Plan of Reorganization [ECF No. 2988] (the Confirmation Order ). 2. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 3. Venue is proper pursuant to 28 U.S.C and The bases for the relief requested herein are sections 105(a) and 1142(b) of the Bankruptcy Code, and sections 1.74, 5.7, 7.3, and 13 of the Plan. Background A. General Background 5. On March 29, 2017 (the Petition Date ), each of the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors received authorization to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. That same day, the Court entered an order authorizing the joint administration and procedural consolidation of the chapter 11 cases pursuant to Bankruptcy Rule 1015(b) [ECF No. 31]. 2 All undefined terms herein shall have the meaning ascribed to them in the Plan. 2

6 Pg 6 of On April 7, 2017, the United States Trustee ( U.S. Trustee ) for Region 2 appointed the seven-member UCC to represent the interests of the Debtors unsecured claimholders in these chapter 11 cases pursuant to section 1102 of the Bankruptcy Code and filed the Notice of Appointment of Official Committee of Unsecured Creditors [ECF No. 160]. Currently, the UCC consists of three members: (a) Fluor Enterprises Inc.; (b) SSM Industries, Inc.; (c) and Pension Benefit Guaranty Corporation [ECF No. 3893]. 7. On March 23, 2018 (the Confirmation Date ), this Court entered the Confirmation Order, which confirmed the Plan. The Plan Oversight Board 3 was established on the Confirmation Date to, among other things, oversee and direct Wind Down Co 4 and its implementation and administration of the Plan, including objecting to Claims. 8. On August 1, 2018 (the Effective Date ), the effective date under the Plan occurred, the Plan was substantially consummated, and the Debtors emerged from Chapter 11. See Notice of Occurrence of Effective Date of Debtors Modified Second Amended Joint Chapter 11 Plan of Reorganization [ECF No. 3705] ( Effective Date Notice ). B. Relevant Chapter 11 Plan Provisions 9. The Plan provides that on the Effective Date, Brookfield WEC Holdings LLC, as Plan Investor, would contribute approximately $3.8 billion to the Plan in exchange for the Debtors business. See Plan 1.98; The Plan further provides these proceeds would be deposited with Wind Down Co, see Plan 1.84, which is overseen and directed by the Plan Oversight Board. See Plan Of this $3.8 billion, $1.15 billion is deposited in a separate 3 The Plan Oversight Board is a committee consisting of five member appointees: Marc Beilinson (Debtor appointee); (ii) James Lucas (UCC appointee); (iii) Joshua Greenhill (Consenting Claimholder appointee) (iv); Collin Beecroft (Consenting Claimholder appointee); and (v) Greg Rudin (Consenting Claimholder appointee). [ECF No at Exhibit D]. 4 W Wind Down Co LLC ( Wind Down Co ) is the company established on the Effective Date for the benefit of holders of claims against the Debtors, and responsible for administering the Debtors obligations pursuant to the Debtors confirmed chapter 11 plan. 3

7 Pg 7 of 14 Segregated Account to be used solely for Distributions to Allowed Class 3A General Unsecured Claims. See Plan Significantly, the Plan provides that the UCC shall retain sole authority to authorize and direct the Solicitation and Distribution Agent to make Distributions from the Segregated Account to holders of Allowed Class 3A General Unsecured Claims as provided in the Plan 7.1 (emphasis supplied). Moreover, the Plan contemplates that the funds in the Segregated Account would be used by the UCC to establish a Disputed Claims Reserve for Disputed Class 3A General Unsecured Claims (the Disputed Claims Reserve ). See Plan With respect to Allowed Class 3A General Unsecured Claims, the Plan provides that the UCC shall direct the Initial Distribution to holders thereof no later than the Initial Distribution Date. See Plan Section 1.74 of the Plan defines the Initial Distribution Date as: A date selected by the Plan Oversight Board for the Initial Distribution that is no later than 60 days after the Effective Date. Plan 1.74 (emphasis supplied) Based on the definition in the Plan, the Initial Distribution Date is October 1, 14. The UCC believes it is appropriate to make an Initial Distribution to holders of Allowed Class 3A General Unsecured Claims simultaneous with the establishment of a Disputed Claims Reserve. Because of the (i) pending Claims objections regarding Class 3A General Unsecured Claims and (ii) large number of unsecured claims asserted in an unliquidated amount, each as described more fully below, it would be imprudent for the UCC to establish a Disputed 5 Sunday, September 30, 2018 is 60 calendar days following the Effective Date; accordingly, pursuant to Bankruptcy Rule 9006(a)(1)(C), the Initial Distribution Date can be no later than the immediately following Monday, October 1,

8 Pg 8 of 14 Claims Reserve and make an Initial Distribution by the October 1, 2018 Initial Distribution Date. Were the UCC to establish such a reserve at this time, it would be based on incomplete information. C. The Claims Resolution Process 15. As set forth in the Debtors Disclosure Statement, approximately 2,381 in number and $ billion in amount of General Unsecured Claims had been asserted against the Debtors as of the date of the Disclosure Statement. 16. Prior to the Effective Date, the Debtors filed nine (9) omnibus objections to claims [Docket Nos. 1742, 1743, 1886, 1887, 2537, 2606, 2607, 3134, and 3469]. As of September 4, 2018, the UCC s professionals have been informed that approximately $ billion of General Unsecured Claims were resolved and expunged in connection with the Debtors Omnibus Objections, settlements, and withdrawals, which reduced the total amount of General Unsecured Claims to approximately $13.13 billion. 17. In general, the Plan divides General Unsecured Claims into two main classes, Class 3A and Class 3B. 6 Of the $13.13 billion in asserted Claims, the UCC s professionals have been informed that approximately (i) $7.56 billion in Claims has been classified as Class 3B General Unsecured Claims, or should be re-classified as secured, administrative, or priority Claims and (ii) $621 million in Claims has been classified as Class 4 Intercompany Claims and Cash Pool Claims (which will not be satisfied as Class 3A General Unsecured Claims), leaving a balance of approximately $4.95 billion in face value of potential Class 3A General Unsecured Claims. However, approximately 580 General Unsecured Claims were filed against the Debtors in a partially liquidated or wholly unliquidated amounts (the Unliquidated Claims ). 6 In the Disclosure Statement, the Debtors estimated that approximately $774.5 million to $1.162 billion in Class 3A General Unsecured Claims may ultimately become Allowed Claims. 5

9 Pg 9 of As noted above, Wind Down Co is responsible for Claims objections after the Effective Date. Subsequent to the Effective Date, Wind Down Co filed fourteen (14) omnibus objections to claims [Docket Nos. 3776, 3780, 3781, 3782, 3783, 3784, 3794, 3802, 3803, 3807, 3808, 3809, 3810, and 3811] (collectively, Wind Down Co s Pending Omnibus Objections ). Wind Down Co s Pending Omnibus Objections have an objection deadline of September 25, 2018, with a hearing date of October 2, If granted, Wind Down Co s Pending Omnibus Objections will expunge Claims with cumulative asserted liquidated amounts of over $2 billion, a significant portion of which represent Disputed Class 3A General Unsecured Claims. Further, if Wind Down Co s Pending Omnibus Objections are granted, the amount of Unliquidated Claims will be reduced to approximately 170 Claims. 19. While there will be greater clarity with respect to the Claims after the objection deadlines for Wind Down Co s Pending Omnibus Objections, the UCC believes it is prudent to have a better understanding of the magnitude of the 170 Unliquidated Claims before making an Initial Distribution and establishing a Disputed Claims Reserve in accordance with the Plan. As presently contemplated, a motion to object to or estimate the remaining Unliquidated Claims for all purposes under the Plan, including distribution, will be filed in furtherance of establishing an appropriate Disputed Claims Reserve and making an Initial Distributions to holders of Allowed Class 3A General Unsecured Claims. In addition, Wind Down Co may file additional Claims objections. 20. Accordingly, for the reasons set forth above, the UCC believes it is prudent to extend the Initial Distribution Date at this time. Relief Requested 21. Pursuant to sections 105(a) and 1142(b) of the Bankruptcy Code, sections 1.74, 5.7, 7.3, and 13 of the Plan, and the Confirmation Order, the UCC requests the Court extend the 6

10 Pg 10 of 14 Initial Distribution Date, solely with respect to holders of Allowed Class 3A General Unsecured Claims, to November 15, 2018, without prejudice to the UCC to seek further extensions of such date. 22. The UCC further requests the Court order that any additional request for an extension of the Initial Distribution Date for holders of Allowed Class 3A General Unsecured Claims may be made by Notice of Presentment, on not less than seven (7) days notice to all holders of Class 3A General Unsecured Claims, and that in the event of an objection to any such Notice of Presentment, the Initial Distribution Date then in effect for holders of Allowed Class 3A General Unsecured Claims will automatically be extended through and including the date of any hearing on such objection. Basis for Relief 23. The Plan and Confirmation Order specifically delegate the duties with respect to distributions from the Segregated Account to the UCC. See Plan 5.7 (UCC shall continue to exist after Effective Date, among other things, for purposes of overseeing distributions from the Segregated Account. ). As noted above, the Plan provides that the UCC shall retain sole authority to authorize and direct Distributions to holders of Allowed Class 3A General Unsecured Claims as provided in the Plan. Plan 7.1 (emphasis supplied). Indeed, because the UCC retains sole authority to direct such distributions, the UCC is the appropriate party to make this request. See Plan The UCC believes the Initial Distribution should be as large as reasonably practicable while maintaining a secure and adequate reserve for Disputed Claims. The UCC also believes it may be more administratively efficient to make fewer distributions (in larger amounts) rather than multiple distributions (in lesser amounts). But most importantly, the UCC 7

11 Pg 11 of 14 believes it is prudent to make the Initial Distribution and establish the Disputed Claims Reserve after it has a better understanding of the Unliquidated Claims. 25. Sections 1142(b) and 105(a) of the Bankruptcy Code provide the Court broad authority over the property of the estate administered under the Plan and to issue any order necessary to implement the provisions of the Bankruptcy Code and the Plan. 26. Section 1142(b) of the Bankruptcy Code provides: The Court may direct the debtor and any other necessary party to execute or deliver or to join in the execution or delivery of any instrument required to effect a transfer of property dealt with by a confirmed plan, and to perform any other act, including the satisfaction of any lien, that is necessary to the consummation of the plan. 11 U.S.C. 1142(b). 27. The effect of section 1142(b) of the Bankruptcy Code is to provide the Court with a broad jurisdictional grant to implement the terms of a confirmed plan. See, e.g., Hosp. & Univ. Prop. Damage Claimants v. Johns-Manville Corp (In re Johns-Manville Corp.), 7 F.3d 32, 34 (2d Cir. 1993) (finding that bankruptcy courts retain post-confirmation jurisdiction to the extent provided by the plan). 28. In addition, by operation of the Plan and Confirmation Order, this Court has retained jurisdiction to, among other things, ensure that Distributions are accomplished as provided in the Plan, reconcile any inconsistency in the Plan, and hear any and all disputes relating to Distributions under the Plan. Accordingly, this Court has jurisdiction to grant the requested relief. Because the intent of the Plan is to ensure Distributions are made in a manner that is fair to all creditors, with an adequate reserve to protect holders of Disputed Claims, extending the Initial Distribution Date to a point in time when such reserve can be established with more certainty serves to carry out the purposes and effects of the Plan, and reconciles any inconsistency with the Plan provisions dictating the time of the Initial Distribution. 8

12 Pg 12 of Finally, 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 this title. 11 U.S.C This broad grant of authority is meant to enable courts to issue orders to ensure the prompt administration of the estate and equitable distribution of the assets. See, e.g., Adelphia Bus. Solutions, Inc. v. Abnos, 482 F.3d 602, 609 (2d Cir. 2007) ( Section 105(a) grants broad equitable power to the bankruptcy courts to carry out the provisions of the Bankruptcy Code so long as that power is exercised within the confines of the Bankruptcy Code. ). 30. There is additional work to be done with respect to reconciling, objection to, and estimating Claims before a meaningful Initial Distribution can be made. Granting the relief requested herein will permit the UCC to continue its work toward establishing an appropriate Disputed Claims Reserve based on a maximum potential amount of Class 3A General Unsecured Claims in furtherance of making the Initial Distribution. Extending the Initial Distribution Date to November 15, 2018 (without prejudice to seek a further extension) will allow Wind Down Co s Pending Omnibus Objections to be fully or partially resolved, and will provide time to estimate the Unliquidated Claims. While the UCC is hopeful that 45 additional days will be sufficient, the UCC would also like the ability to seek additional extensions as appropriate to carry out its duties under the Plan. For this reason, the UCC respectfully requests that the Order granting the relief requested in the Motion also provide a more streamlined mechanism for the UCC to seek additional extensions. Notice 31. Notice of this Motion will be provided in accordance with the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures [ECF No. 101]. The UCC submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 9

13 Pg 13 of 14 other court. No Prior Request 32. No prior request for the relief sought in this Motion has been made to this or any 10

14 Pg 14 of 14 Conclusion WHEREFORE, the UCC respectfully requests the Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein, and granting the UCC such other relief as is just and proper. Dated: September 11, 2018 New York, New York Respectfully submitted, /s/ Timothy Q. Karcher Martin J. Bienenstock Timothy Q. Karcher Vincent Indelicato PROSKAUER ROSE LLP Eleven Times Square New York, NY Tel: (212) Fax: (212) Counsel to the Statutory Unsecured Claimholders Committee of Westinghouse Electric Company LLC, et al. 11

15 mew Doc Filed 09/11/18 Entered 09/11/18 17:32:24 Exhibit A- Proposed Order Pg 1 of 3 Exhibit A Proposed Order

16 mew Doc Filed 09/11/18 Entered 09/11/18 17:32:24 Exhibit A- Proposed Order Pg 2 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Westinghouse Electric Company LLC, et al., Debtors. 1 Chapter 11 Case No (MEW) (Jointly Administered) ORDER EXTENDING INITIAL DISTRIBUTION DATE, SOLEY WITH RESPECT TO CLASS 3A GENERAL UNSECURED CLAIMS, TO NOVEMBER 15, 2018 Upon the Motion of Statutory Unsecured Claimholders Committee for Order Extending Initial Distribution Date, Solely With Respect to Class 3A General Unsecured Claims, to November 15, 2018 (the Motion ); 2 pursuant to Bankruptcy Code sections 105(a) and 1142(b), and sections 1.74, 5.7, 7.3, and 13 of the Plan, seeking entry of an order extending the Initial Distribution Date to November 15, 2018, without prejudice to the UCC to seek further extensions of such date; and the Court having found that the Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. 1334, section 13 of the Plan, and the Confirmation Order; and the Court having found that the Motion is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors 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 (2348), 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 meanings set forth in the Motion.

17 mew Doc Filed 09/11/18 Entered 09/11/18 17:32:24 Exhibit A- Proposed Order Pg 3 of 3 estates, their unsecured claimholders, and other parties in interest; and the Court having found that the UCC provided adequate and appropriate notice of the Motion under the circumstances and that no other or further notice is required; and the Court having reviewed the Motion determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and any objections to the relief requested herein having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is approved and granted to the extent set forth herein. 2. The Initial Distribution Date with respect to holders of Allowed Class 3A General Unsecured Claims is extended to November 15, This Order is without prejudice to the UCC to seek further extensions of the Initial Distribution Date. 4. The UCC may make additional requests for an Order further extending the Initial Distribution Date for holders of Allowed Class 3A General Unsecured Claims by Notice of Presentment, on not less than seven (7) days notice to all holders of Class 3A General Unsecured Claims. In the event of an objection to any such Notice of Presentment, the Initial Distribution Date for holders of Allowed Class 3A General Unsecured Claims then in effect will be automatically extended through and including the date of any hearing on such objection. this Order. 5. The UCC is authorized to take all action necessary to effectuate the relief granted in 6. 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:, 2018 New York, New York The Honorable Michael E. Wiles United States Bankruptcy Judge