Pg 1 of 7 Presentment Date and Time March 26, 2018 at 1100 a.m. (Prevailing Eastern Time) Objection Deadline March 26, 2018 at 1000 a.m. (Prevailing Eastern Time) Hearing Date and Time (Only if Objection Filed) March 27, 2018 at 1100 a.m. (Prevailing Eastern Time) Telephone (212) 310-8000 Facsimile (212) 310-8007 Attorneys for Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No. 17-10751 (MEW) LLC, et al., Debtors. 1 (Jointly Administered) NOTICE OF PRESENTMENT OF STIPULATION BETWEEN DEBTORS AND DOMINION ENTITIES PLEASE TAKE NOTICE that on March 26, 2018 at 1100 a.m. (Eastern Time), the undersigned will present the annexed Stipulation Between Debtors 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), 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, Inc. d/b/a WECTEC Global Project Services Inc. (8572), 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 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.
Pg 2 of 7 Dominion Entities, dated March 20, 2018 (the Stipulation ), to the Honorable Michael E. Wiles, United States Bankruptcy Judge, 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 ( Objections ) to the Stipulation 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 www.nysb.uscourts.gov), and (ii) 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 shall be 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 entered on April 4, 2017 [ECF No. 101] so as to be so filed and received no later than March 26, 2018 at 1000 a.m. (Eastern Time) (the Objection Deadline ). 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 in the Stipulation without further notice. PLEASE TAKE FURTHER NOTICE that if one or more Objections are received by the Objection Deadline, the Bankruptcy Court may enter an order granting the relief requested in the Stipulation, except for relief that impacts any party with a pending Objection, and 2
Pg 3 of 7 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 March 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 March 20, 2018 New York, New York /s/ Telephone (212) 310-8000 Facsimile (212) 310-8007 Attorneys for Debtors 3
Pg 4 of 7 Presentment Date and Time March 26, 2018 at 1100 a.m. (Prevailing Eastern Time) Objection Deadline March 26, 2018 at 1000 a.m. (Prevailing Eastern Time) Telephone (212) 310-8000 Facsimile (212) 310-8007 Attorneys for Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No. 17-10751 (MEW) LLC, et al., Debtors. 1 (Jointly Administered) STIPULATION BETWEEN DEBTORS AND DOMINION ENTITIES Westinghouse Electric Company LLC and certain debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (each, a Debtor, and, collectively, the Debtors ), on one side, and Dominion Energy, Inc., f/k/a Dominion Resources, Inc., and its 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, Inc. d/b/a WECTEC Global Project Services Inc. (8572), 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 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.
Pg 5 of 7 affiliated entities, including without limitation Virginia Electric and Power Company d/b/a Dominion Energy Virginia (f/k/a Virginia Electric and Power Company d/b/a Dominion Virginia Power); Dominion Energy Nuclear Connecticut, Inc. f/k/a Dominion Nuclear Connecticut, Inc.; Dominion Energy Kewaunee, Inc.; Dominion Energy Services, Inc. f/k/a Dominion Resources Services, Inc.; and Dominion Generation, Inc. f/k/a Dominion Energy, Inc. (collectively, Dominion, and together with the Debtors, the Parties ), enter this Stipulation as the date written below. WHEREAS, pursuant to the Debtors proposed Modified First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 2622] (as it may be further amended or modified, the Plan ), the Debtors filed that certain Notice Regarding (I) Executory Contracts and Unexpired Leases, (II) Proposed Cure Obligation, and (III) Related Procedures [Docket No. 2645] (as supplemented, the Notice ) 2 ; and WHEREAS, the Notice identifies certain Executory Contracts between the Debtors and Dominion that may be subject to assumption under the Plan; and WHEREAS, pursuant to the Plan, additional Executory Contracts not identified on the initial Notice may still be designated for assumption through and until the Effective Date of the Plan; and WHEREAS, the Parties agree and acknowledge that additional Executory Contracts exist between the Parties that are not identified in the Notice as of the date hereof, for which the Parties wish to specify treatment under the Plan promptly (and in all events prior to the occurrence of the Effective Date); 2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan. 5
Pg 6 of 7 NOW THEREFORE, to facilitate the Parties ongoing reconciliation of Executory Contracts and for other good and valuable consideration, the Parties hereby stipulate as follows 1. The Debtors are not aware of any Executory Contract between the Debtors and Dominion that the Debtors or, to their knowledge, the Plan Investor intends to reject (or otherwise have treated as an Excluded Contract). Any omission from the Notice of an Executory Contract between the Debtors and Dominion is inadvertent and is not intended to cause or result in the rejection of such Executory Contract. 2. The Debtors and Dominion will continue to work in good faith to promptly identify and include in timely supplements to the Notice all Executory Contracts between the Debtors and Dominion. 3. In the event the Debtors subsequently determine, or learn that the Plan Investor has determined, that any Executory Contract between the Debtors and Dominion will be rejected or otherwise treated as an Excluded Contract, the Debtors will give prompt notice upon such determination in writing to Dominion in accordance with the notice provisions of such contract, with a copy to Dominion s counsel, Aaron G. McCollough, Esq., McGuireWoods LLP, 77 West Wacker Drive, Chicago, Illinois 60601. 6
Pg 7 of 7 4. The Parties intend for this Stipulation to survive entry of any order confirming the Plan. Dated New York, New York Dated Chicago, Illinois March 20, 2018 March 20, 2018 By /s/ Telephone (212) 310-8000 Facsimile (212) 310-8007 By /s/ Aaron G. McCollough Aaron G. McCollough, Esq. McGUIREWOODS LLP 77 West Wacker Dr., Suite 4100 Chicago, IL 60601 Telephone (312) 849-8100 Fax (312) 849-3690 Counsel to Dominion Energy, Inc. and Its Affiliates Attorneys for the Debtors APPROVED AND SO ORDERED This day of March, 2018 BY THE COURT Honorable Michael E. Wiles United States Bankruptcy Judge 7