Pg 1 of 11 Presentment Date and Time January 29, 2018 at 1100 a.m. (Eastern Time) Objection Deadline January 29, 2018 at 1000 a.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed) February 27, 2018 at 1100 a.m. (Eastern Time) WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No. 17-10751 (MEW) LLC, et al., Debtors. 1 (Jointly Administered) ------------------------------------------------------------ x NOTICE OF PRESENTMENT OF STIPULATION, AGREEMENT AND ORDER BETWEEN DEBTORS AND ASCENDUM MACHINERY, INC. ADDRESSING OMNIBUS MOTION OF DEBTORS FOR ENTRY OF ORDER AUTHORIZING DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS RELATED TO THE VC SUMMER PROJECT 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. WEIL\96334099\3\80768.0017
Pg 2 of 11 PLEASE TAKE NOTICE that upon the annexed Stipulation, Agreement and Order Between Debtors and Machinery, Inc. Addressing Omnibus Motion of Debtors for Entry of Order Authorizing Debtors to Reject Certain Executory Contracts Related to the VC Summer Project, dated January 22, 2018 (the Stipulation ), of Westinghouse Electric Company LLC and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), the undersigned will present the attached proposed order (the Order ) to the Honorable Michael E. Wiles, United States Bankruptcy Judge, for signature on January 29, 2018 at 1100 a.m. (Eastern Time) (the Presentment Date ), in Room 617 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004 (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, 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 www.nysb.uscourts.gov), and (b) 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) 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 January 29, 2018 at 1000 a.m. (Eastern Time) (the Objection Deadline ). 2
Pg 3 of 11 PLEASE TAKE FURTHER NOTICE that if no Objections to the Stipulation are received by the Objection Deadline, the Bankruptcy Court may enter an order granting the relief sought without further notice. PLEASE TAKE FURTHER NOTICE that if a written Objection is timely filed and served, a hearing (the Hearing ) will be held to consider such Objection(s) before the Honorable Michael E. Wiles in the Bankruptcy Court, on February 27, 2018 at 1100 a.m. (Eastern Time). 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 January 22, 2018 New York, New York /s/ Garrett A. Fail Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 Attorneys for Debtors and Debtors in Possession 3
Pg 4 of 11 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No. 17-10751 (MEW) LLC, et al., Debtors. 1 (Jointly Administered) ------------------------------------------------------------ x STIPULATION, AGREEMENT AND ORDER BETWEEN DEBTORS AND ASCENDUM MACHINERY, INC. ADDRESSING OMNIBUS MOTION OF DEBTORS FOR ENTRY OF ORDER AUTHORIZING DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS RELATED TO THE VC SUMMER PROJECT Westinghouse Electric Company LLC ( WEC ), WECTEC Global Project Services Inc. ( WECTEC ), WECTEC Contractors Inc., and certain of their affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors or Westinghouse ), and Machinery, Inc. ( Vendor ), by and through their respective counsel, hereby enter into this stipulation, agreement and proposed order (this Stipulation ) and represent and agree as follows 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. WEIL\96334099\3\80768.0017
Pg 5 of 11 RECITALS A. Vendor and certain Debtors are party to the prepetition subcontracts and purchase orders listed on Exhibit A hereto (the Summer Subcontracts ), related to the construction of two AP1000 nuclear reactor units (the VC Summer Project ) at the Virgil C. Summer Generating Station located in Fairfield County, South Carolina (the VC Summer Site ). B. The VC Summer Site is owned and controlled by South Carolina Electric & Gas Company ( SCE&G ), a subsidiary of SCANA Corporation, for itself and as agent for South Carolina Public Service Authority (also known as Santee Cooper) (collectively, the VC Summer Owners ). C. On March 29, 2017 (the Petition Date ), the Debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code in the Bankruptcy Court for the Southern District of New York (the Court ). D. Pursuant to that certain Interim Assessment Agreement among WEC, WECTEC, and the VC Summer Owners dated as of March 28, 2017 (as amended from time to time, the IAA ), the VC Summer Owners agreed to, inter alia, (a) pay all costs and administrative claims accrued by the Debtors during the Interim Assessment Period (as defined therein) pursuant to any agreement related to the VC Summer Project, and (b) indemnify the Debtors against any administrative expenses they may incur under any agreement related to the VC Summer Project, regardless of whether the administrative expenses arise during or after the Interim Assessment Period. IAA, 6, 11. E. By letter dated July 31, 2017, the VC Summer Owners notified Vendor that the VC Summer Project was being abandoned (the Abandonment Notice ). By letter 2
Pg 6 of 11 dated August 1, 2017, Westinghouse notified Vendor that all work on the VC Summer Project should be stopped effective immediately. F. On August 7, 2017, the Debtors filed the Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Entry of Order Authorizing Debtors to Reject Certain Executory Contracts Related to the VC Summer Project [Docket No. 1099] (the Motion ), seeking to reject the Summer Subcontracts, nunc pro tunc to August 7, 2017. G. On August 16, 2017, Vendor filed the Limited Objection to Notice of Presentment of Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer Project [Docket No. 1156] (the Objection ). On August 23, 2017, Vendor filed the Supplement to Limited Objection to Notice of Presentment of Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer Project [Docket No. 1221] (the Supplemental Objection and, together with the Objection, the Objections ). H. On September 6, 2017, the Court entered the Order Pursuant to 11 U.S.C. 365(a) and 105(a) Authorizing Debtors to Reject Certain Executory Contracts Related to the VC Summer Project [Docket No. 1099] (the Rejection Order ), approving the rejection of certain other executory contracts related to the VC Summer Project. The Rejection Order provides that the Objections remain outstanding. I. The Debtors and Vendor now wish to agree to the rejection of the Summer Subcontracts and defer any disputes concerning the effective date of rejection of the Summer Subcontracts and the priority of any claim Vendor has under the Summer Subcontracts arising from the cessation of work at the VC Summer Project. 3
Pg 7 of 11 J. This Stipulation shall serve as notice of a consensual resolution to the Objections pursuant to paragraph 7 of the Rejection Order. NOW, THEREFORE, UPON THE FOREGOING RECITALS, WHICH ARE INCORPORATED AS THOUGH FULLY SET FORTH HEREIN, IT IS HEREBY STIPULATED AND AGREED, BY AND AMONG THE PARTIES, THROUGH THEIR UNDERSIGNED COUNSEL, AND UPON COURT APPROVAL HEREOF, IT SHALL BE ORDERED THAT 1. The Objections are deemed withdrawn, and subject to any other pending objections to the rejection of the Summer Subcontracts, the Debtors are authorized to reject the Summer Subcontracts, and such executory contracts are hereby deemed rejected, effective as of a date to be determined. 2. Vendor shall file proofs of claim for any damages relating to the rejection of the Summer Subcontracts no later than 30 days after the date the Court approves this Stipulation. 3. Vendor reserves all rights to seek reimbursement on an administrative expense basis for any and all costs and charges incurred at or relating to the VC Summer Project following the Petition Date. The Debtors reserve and retain all of their rights to object to or otherwise challenge any such administrative expense application, as well as to seek reimbursement and/or indemnification from the VC Summer Owners pursuant to the IAA of any administrative expenses payable to Vendor. 4. Except as modified herein, the Rejection Order is fully applicable to the Summer Subcontracts, shall continue to apply in full force and effect, and is incorporated herein by reference as if fully set forth herein. 5. This Stipulation may be changed, modified, or otherwise altered in a writing executed by the Parties to this Stipulation. Oral modifications are not permitted. 4
Pg 8 of 11 Court. 6. This Stipulation shall be effective immediately upon approval by the 7. The Court shall retain jurisdiction to hear any matters or disputes arising from or relating to this Stipulation. Dated January 22, 2018 New York, New York /s/ Garrett A. Fail Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 /s/ Francesca Macchiaverna Francesca Macchiaverna HUNTER, MACLEAN, EXLEY & DUNN, P.C. 200 E. Saint Julian Street Savannah, Georgia 31401 Telephone (912) 236-0261 Facsimile (912) 236-4936 Attorney for Vendor Attorneys for Debtors and Debtors in Possession SO ORDERED, this day of January, 2018 HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE 5
Pg 9 of 11 Exhibit A Rejected Subcontracts Line # Contract ID SPMAT PO SAP PO Number Debtor Counterparty Contract Description 181 10375 132177F013037 WSPM001480 WECTEC Contractors Inc. 182 10382 WVS2001297 WVS2001297 WECTEC Contractors Inc. 184 10376 132177F010435 WSPM001897 WECTEC Contractors Inc. Water Truck to Support Site Services Dust Control Water Truck for Dust Control - Replacement Truck Truck-dump A35D-haul truck 191 10377 132177F010820 WSPM002031 WECTEC Contractors Inc. Rental of Volvo ADT/ articulating dump truck model A35 or equivalent for 6 month rental to replace retired Company own Volvo ADT Unit No. 56942 193 600347 WVS2002982 WVS2002982 WECTEC Contractors Inc. 194 10386 WVS2002590 WVS2002590 WECTEC Contractors Inc. 202 10349 4500714063 4500714063 WECTEC Contractors Inc. 204 600324 4500716464 4500716464 WECTEC Contractors Inc. 205 600310 4500714265 4500714265 WECTEC Contractors Inc. Rental Equipment - ASC Construction Property Damage Const. Services Ch. 4 Replace Damaged Mirror on Rental WEIL\96334099\3\80768.0017
Pg 10 of 11 206 600311 4500714304 4500714304 WECTEC Contractors Inc. 207 600312 4500714316 4500714316 WECTEC Contractors Inc. 208 600313 4500714363 4500714363 WECTEC Contractors Inc. 209 600314 4500715714 4500715714 WECTEC Contractors Inc. 210 600315 4500715822 4500715822 WECTEC Contractors Inc. 211 600316 4500715879 4500715879 WECTEC Contractors Inc. 212 600317 4500715891 4500715891 WECTEC Contractors Inc. 213 600318 4500716365 4500716365 WECTEC Contractors Inc. 214 600319 4500716367 4500716367 WECTEC Contractors Inc. 215 600320 4500716370 4500716370 WECTEC Global Project Services Inc. 217 600323 4500716462 4500716462 WECTEC Global Project Services Inc. 218 600307 4500713367 4500713367 WECTEC Contractors Inc. 2
Pg 11 of 11 219 600325 4500716536 4500716536 WECTEC Contractors Inc. 220 600326 4500717405 4500717405 WECTEC Contractors Inc. 221 600327 4500717552 4500717552 WECTEC Global Project Services Inc. 223 600329 4500718282 4500718282 WECTEC Contractors Inc. 224 600330 4500718284 4500718284 WECTEC Contractors Inc. 225 600331 4500718285 4500718285 WECTEC Global Project Services Inc. 227 10362 4500715712 4500715712 WECTEC Contractors Inc. 229 10350 4500714207 4500714207 WECTEC Global Project Services Inc. 231 600309 4500714157 4500714157 WECTEC Contractors Inc. 232 10373 4500717475 4500717475 WECTEC Contractors Inc. 235 600308 4500714083 4500714083 WECTEC Contractors Inc. 237 10383 WVS2001550 WVS2001550 WECTEC Contractors Inc. Haul Trucks needed to support backfill of MSE Wall Subcontract Work 3