Pg 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 1 : (Jointly Administered) --------------------------------------------------------x ORDER PURSUANT TO 11 U.S.C. 365(a) AND 105(a) AUTHORIZING DEBTORS TO REJECT CERTAIN NON-ASSUMED EXECUTORY CONTRACTS RELATED TO THE VOGTLE PROJECT Upon the motion [ECF No. 985] (the Motion ), 2 dated July 24, 2017, of Westinghouse Electric Company LLC and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), pursuant to sections 365(a) and 105(a) of the Bankruptcy Code, for an order authorizing the Debtors to reject the executory contracts listed on Exhibit 1 annexed hereto (the Rejected Subcontracts ), nunc pro tunc to the effective date of the Services Agreement, 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, 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 16066. 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Motion.
Pg 2 of 5 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. 1408 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 upon the First Day Declaration, the June 23 Declaration, and the July 14 Declaration; 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 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. 2. Pursuant to section 365(a) of the Bankruptcy Code, the Debtors are authorized to reject the Rejected Subcontracts, and such Rejected Subcontracts are hereby deemed rejected, effective as of the Effective Date of the Services Agreement. 3. Notice of the Motion as provided therein is deemed to be good and sufficient notice of such Motion, and the contents of the Motion satisfy the requirements of the Bankruptcy Rules. Under the circumstances of these chapter 11 cases, notice of the Motion is adequate under Bankruptcy Rule 6006(c). 4. Nothing contained in this Order or any action taken by the Debtors in implementing this Order shall be deemed: (i) an admission as to the validity of any claim against the Debtors, including, without limitation, from the Vogtle Owners or the Rejected Subcontract 2
Pg 3 of 5 counterparties; (ii) a waiver or limitation of the Debtors rights under the Bankruptcy Code or any other applicable law, including, without limitation, any right to assert a claim, cause of action, or right of set-off which may exist now or hereafter against any party; (iii) an admission that the Rejected Subcontracts or any other contract that may be rejected by the Debtors in the future are integrated with any other contract or lease; (iv) a waiver of the Debtors rights to dispute the amount of, basis for, or validity of any claim, including any rejection damages claim; (v) a waiver by the Debtors of their right to dispute or assert that the Rejected Subcontracts or any other contract were terminated prior to the effective date of the Services Agreement; (vi) a waiver or limitation of the Debtors right to assert at a later date that the Rejected Subcontracts or any other contract is not an executory contract or unexpired lease, or (vii) a concession or evidence that the Rejected Subcontracts or any other contract identified herein have not expired, been terminated, or otherwise currently are not in full force and effect. Any claims held by the Debtors against the counterparties to the Rejected Subcontracts, whether or not such claims arise under, are related to the rejection of, or are independent of the Rejected Subcontracts, are fully preserved. 5. All rights of the Debtors to seek relief from the Court to assume, assign, or reject any additional executory contract related to the Vogtle Project are fully preserved. 6. 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. 7. The Debtors are authorized to take all action necessary to the relief granted in this Order. 3
Pg 4 of 5 8. 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: August 10, 2017 New York, New York /s/ Michael E. Wiles UNITED STATES BANKRUPTCY JUDGE 4
Pg 5 of 5 Exhibit 1 Rejected Subcontracts 5
17-10751-mew Doc 1122-1 Filed 08/10/17 Entered 08/10/17 18:23:27 Exhibit Pg 1 of 1 Exhibit 1 Rejected Subcontracts Line Contract Purchase Order/ SAP Contract # ID Subcontract PO Debtor Counterparty Description 1 575426 4500675186 4500675186 Westinghouse Electric Company LLC EXELON POWERLABS COATESVILLE Calibration for Testers, Actuator 2 602571 132175 J300.13 WSPM015891 WECTEC Global Project Services, Inc. FIVE STAR PRODUCTS INC Safety Related Grout 3 10389 132175 MP05.01 WSPM001595 WECTEC Global Project Services, Inc. FLOWSERVE NC MP05.01 Replacement Parts 4 8966 4500328269 4500328269 Westinghouse Electric Company LLC FLOWSERVE CORP CVS Makeup Pumps 5 4907 4500328256 4500328256 Westinghouse Electric Company LLC FLOWSERVE CORP RNS Centrifugal Normal RHR Pumps 6 15121 4500326442 4500326442 Westinghouse Electric Company LLC FLOWSERVE CORP COOKEVILLE TN Ball and Plug Valves, ASME B16.34 7 602017 4500344391 4500344391 Westinghouse Electric Company LLC FLOWSERVE CORP VERNON CA PCS Recirculation Pumps 8 19216 4500405443 4500405443 Westinghouse Electric Company LLC FLOWSERVE CORP VERNON CA PCS Recirculation Pumps 9 9513 132175 P110.05 WSPM003924 WECTEC Global Project Services, Inc. FLOWSERVE PUMP DIVISION Inspection / Refurbishment Services for RWS and CWS Pumps and Motors 10 602014 J132175 P810.02 WSPM009809 Stone & Webster Construction Inc FLOWSERVE PUMP DIVISION RWS Well Water Make up Pump 11 602015 J132175 P810.03 WSPM010147 Stone & Webster Construction Inc FLOWSERVE PUMP DIVISION River Water & Screen Wash Pumps 12 602016 J132175 P110.01 WSPM009820 Stone & Webster Construction Inc FLOWSERVE US INC RWS Well Water Transfer Pumps 13 15186 132176 EW06.01 WSPM003953 Stone & Webster Construction Inc GENERAL CABLE INDUSTRIES INC Class 1E Low Voltage CRDM and DRPI Cables 14 602570 WSV3B00046 WSV3B00046 WECTEC Global Project Services, Inc. GEXPRO 132175 E112.06 REL 023 Non Safety Electrical 15 575144 132175F002343 WSPM014435 Stone & Webster Construction Inc NATIONAL WELDERS SUPPLY CO INC Material for MAB Airline piping system 16 575145 132175F002374 WSPM015013 Stone & Webster Construction Inc NATIONAL WELDERS SUPPLY CO INC Ferrules for Horizontal Stud Welds 17 575153 132175F003419 WSPM014437 Stone & Webster Construction Inc NATIONAL WELDERS SUPPLY CO INC MSA Filters 18 575223 WVG3000111 WVG3000111 WECTEC Global Project Services, Inc. NATIONAL WELDERS SUPPLY CO INC Track torch equipment to support the New 303 Fabrication Shop 19 575204 132175F005904 REL 6 WSPM011898 WECTEC Global Project Services, Inc. REDDARC INC 6 Pack Welding Machines for Annex Unit 3 20 13805 WVG3000713 WVG3000713 Stone & Webster Construction Inc REDDARC INC (6) 275 Welding Machines for NI3 pipe 21 575252 WVG3001145 WVG3001145 WECTEC Global Project Services, Inc. REDDARC INC Coolant Hose for Pre and Post Weld Heat Treatment Equipment. 22 4138 4500690245 4500690245 Westinghouse Electric Company LLC RSCC WIRE AND CABLE LLC CABLE, STD SFTY TRIAXIAL, BROWN 23 574054 132175 E103.01 WSPM010217 Stone & Webster Construction Inc RSCC WIRE AND CABLE LLC Non Class 1 E 600V Instrumentation Cable 24 574055 132176 E103.01 WSPM010218 Stone & Webster Construction Inc RSCC WIRE AND CABLE LLC Non Class 1 E 600V Instrumentation Cable 25 602569 132175F004045 WSPM015807 WECTEC Global Project Services, Inc. TECHNICAL DIAGNOSTIC SERVICES INC Commissioning Rental of Measuring & Test Equipment 26 13251 J132175 J500.02 WSPM002101 Stone & Webster Construction Inc TINDALL CORP Precast Concrete Manholes 27 602567 WSV3B00040 WSV3B00040 WECTEC Global Project Services, Inc. TIOGA PIPE SUPPLY CO INC B31.1 Pipe & Fitting Blanket Order Release 28 602568 WSV3B00042 WSV3B00042 WECTEC Global Project Services, Inc. TIOGA PIPE SUPPLY CO INC B31.1 Pipe and Fittings Blanket Order Release Page 1 of 1