mew Doc 1230 Filed 08/23/17 Entered 08/23/17 21:23:02 Main Document

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1 Presentment Date and Time: September 7, 2017 at 11 a.m. (Eastern Time) Objection Pg 1 Deadline: of 16 September 1, 2017 at 4 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): September 7, 2017 at 11 a.m. (Eastern Time) 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 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re WESTINGHOUSE ELECTRIC COMPANY LLC, etal., Chapter 11 Case No (MEW) Debtors. (Jointly Administered) NOTICE OF PRESENTMENT OF DEBTORS' MOTION PURSUANT TO 11 U.S.C. 365 FOR ENTRY OF AN ORDER APPROVING ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS WITH ENUSAINDUSTRIAS AVANZADAS S.A. AS AMENDED x PLEASE TAKE NOTICE that on September 7, 2017 at 11:00 a.m. (Eastern Time), the attached Motion Of Debtors Pursuant To 11 U.S.C. 365(a) for Entry of an Order 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 16 Approving Assumption Of Certain Executory Contracts With Enusa Industrias Avanzadas S.A. As Amended (the "Motion") will be presented 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") for approval and signature. PLEASE TAKE FURTHER NOTICE that any responses or objections ("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 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) and 9007 Implementing Certain Notice and Case Management Procedures, dated April 4, 2017 [ECF No. 101], so as to be filed and received no later than September 1, 2017 at 4 p.m. (Eastern Time) (the "Objection Deadline"). PLEASE TAKE FURTHER NOTICE that, if a written Objection is timely filed and served, a hearing (the "Hearing") will be scheduled and held to consider the Motion before the Honorable Michael E. Wiles in the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that if no Objections to the Motion are received by the Objection Deadline, the Debtors may, on or after the Objection Deadline, submit 2

3 Pg 3 of 16 to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered with no further notice. Dated: August 23, 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 3

4 Presentment Date and Time: September 7, 2017 at 11 a.m. (Eastern Time) Objection Pg 4 Deadline: of 16 September 1, 2017 at 4 p.m. (Eastern Time) Hearing Date and Time (Only if Objection Filed): September 7,2017 at 11 a.m. (Eastern Time) 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 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re WESTINGHOUSE ELECTRIC COMPANY LLC,etal., Debtors. 1 x Chapter 11 Case No (MEW) (Jointly Administered) MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO ASSUME CERTAIN EXECUTORY CONTRACTS WITH ENUSA INDUSTRIAS AVANZADAS S.A. AS AMENDED 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

5 Pg 5 of 16 Westinghouse Electric Company LLC ("WEC") and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the "Debtors"), respectfully represent as follows in support of this motion (the "Motion"): Background A. General Background 1. On March 29, 2017 (the "Petition Date"), each Debtor commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 2. The Debtors' chapter 11 cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"). 3. On April 7, 2017, the United States Trustee for Region 2 appointed the Official Committee of Unsecured Creditors pursuant to section 1102 of the Bankruptcy Code. 4. Additional information regarding the Debtors' businesses, capital structure, and the circumstances leading to the commencement of these chapter 11 cases is set forth in the Declaration of Lisa J. Donahue Pursuant to Rule of the Local Bankruptcy Rules for the Southern District of New York, sworn to and filed on the Petition Date [ECF No. 4], B. The Debtors' Relationship and Agreements with ENUSA The EFG Agreement 5. WEC and ENUSA Industrias Avanzadas, S.A. ("ENUSA"), a Spanish corporation with principal offices in Madrid, Spain (together with WEC, the "European Fuel Group" or the "EFG") are parties to that certain Cooperation Agreement dated July 3, 1991 as 2

6 Pg 6 of 16 amended (the "EFG Agreement"). 2 As originally conceived, the EFG Agreement allowed the European Fuel Group to achieve economies of scale through the rationalization of their complementary resources to offer a viable alternative for the supply of pressurized water reactor ("PWR") nuclear fuel to utilities in Europe, a market that was dominated by a single third party fuel vendor prior to that time. WEC has benefited from the European Fuel Group relationship initially by increasing, and now preserving, its share of the PWR fuel market in Europe. WEC also benefits from the EFG relationship as a direct supplier of PWR fuel and related services under prime contracts with EFG customers. In addition, WEC benefits as a supplier of PWR fuel components and related services to ENUSA under subcontracts that support ENUSA's prime contracts with EFG customers. 6. The EFG Agreement was amended and restated several times in the past, most recently in December More recently, the European Fuel Group began discussing further amending and extending the EFG Agreement, which is currently scheduled to expire on December 31, Earlier this year, the parties negotiated an amendment and restatement of the EFG Agreement (the Amended and Restated Cooperation Agreement), extending the term of the EFG Agreement to December 31, 2024, and providing for certain other clarifying administrative changes and market-related scope updates for the parties' continuing exclusive strategic cooperation on PWR fuel engineering, manufacturing and products delivery to the EFG's European customers (the "Amended and Restated EFG Agreement"). 7. In addition, although the Amended and Restated EFG Agreement term extends through 2024, WEC and ENUSA agreed to revisit the agreement's key market teaming 2 British Nuclear Fuels PLC was an original party to the EFG Agreement, but terminated its participation in the agreement and the European Fuel Group in May Thereafter, the EFG Agreement remained solely between WEC and ENUSA. 3

7 Pg 7 of 16 arrangements, economics and financial provisions prior to the end of the calendar year Failure to reach a mutual agreement on the scope of these provisions for the remaining term period will cause the Amended and Restated EFG Agreement to terminate as of December 31, 2020, and will require the EFG parties to complete the scope of all subcontracts in place at that time, in accordance with the terms of the subcontracts, and to conclude other arrangements between them in support of prime contracts held by either party as of that date. This provision allows WEC and ENUSA to take into consideration the existing and potentially changing market conditions in Europe during the new, extended term of the Amended and Restated EFG Agreement and to adjust the EFG relationship to any potentially changing market conditions. 8. ENUSA has communicated to WEC that it will execute the Amended and Restated EFG Agreement if the EFG Agreement, as amended by the Amended and Restated EFG Agreement, is assumed by WEC. The Consolidated and Updated Technical Cooperation Agreement 9. WEC, ENUSA, and Westinghouse Technology Licensing Company and its predecessors ("WTLC"), a wholly owned subsidiary of WEC and a debtor in these chapter 11 cases, are parties to a technical cooperation and exchange and patent license agreement effective as of December 20, 1974, which has been amended multiple times, including on January 1, 2005, when it was renamed the Restated and Amended Technical Cooperation Agreement (the "RATCA"). The parties subsequently amended RATCA three times, the last amendment being on August 25, The RATCA provides for technology cooperation and exchange and patent and technology licenses from WEC and WTLC to ENUSA with respect to WEC and WTLC PWR fuel design, engineering and manufacturing technology and related services. The 4

8 Pg 8 of 16 RATCA is a crucial agreement for the European Fuel Group, because the PWR technology cooperation, exchanges and licenses provided to ENUSA under the RATCA allows ENUSA to cooperate with WEC in the European Fuel Group. 11. Under the RATCA, WEC receives licensing fees from ENUSA. In addition, the RATCA is crucial to the parties' marketing and sale of WEC fuel products and services to the Spanish nuclear utilities under contracts that are currently being renegotiated. 12. Like the EFG Agreement, the term of the RATCA is due to expire on December 31, The parties determined to amend RATCA to extend its term, enabling ENUSA to continue its technology cooperation with WEC in the European PWR fuel market. 13. The parties negotiated an amendment and restatement of the RATCA, entitled the Consolidated and Updated Technical Cooperation Agreement (the "CUTCA"), extending the term of the agreement until December 31, 2024 (matching the Amended and Restated EFG Agreement), and updating the terms of the RATCA, including the PWR fuel and related services technology and technical licensing requirements, to reflect current industry standards and market conditions. 14. ENUSA has communicated to WEC that it will execute the CUTCA if the RATCA, as amended by the CUTCA, is assumed by WEC. Jurisdiction 15. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before the Court pursuant to 28 U.S.C and Relief Requested 16. By this Motion, the Debtors request entry of an order pursuant to section 365 of the Bankruptcy Code authorizing the Debtors to assume (i) the EFG Agreement by and 5

9 Pg 9 of 16 between WEC and ENUSA as amended and restated by the Amended and Restated EFG Agreement; and (ii) the RATCA by and among WEC, WTLC and ENUSA, as amended and restated by the CUTCA. The Debtors believe that amending the two agreements referenced herein would be in the ordinary course and subject to their business judgment, and are not requesting approval of the amendments. A proposed form of order granting the relief requested herein is annexed hereto as Exhibit A (the "Proposed Order"). Assumption of the ENUSA Agreements as Amended is in the Best Interests of the Debtors' Estates 17. The Debtors' assumption of the EFG Agreement as amended by the Amended and Restated EFG Agreement and the RATCA as amended by the CUTCA (together, the "ENUSA Agreements") should be approved under section 365(a) of the Bankruptcy Code. Section 365(a) of the Bankruptcy Code provides, in pertinent part, that a debtor in possession, "subject to the court's approval, may assume or reject any executory contract... of the debtor." 11 U.S.C. 365(a). 18. The standard to be applied by a Court in determining whether an executory contract or unexpired lease should be assumed is the "business judgment" test, which is premised upon the debtor's business judgment that assumption would be beneficial to its estate. See Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1099 (2d Cir. 1993); see also Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1311 (5th Cir. 1985) ("More exacting scrutiny would slow the administration of the debtor's estate and increase its cost, interfere with the Bankruptcy Code's provision for private control of administration of the estate, and threaten the court's ability to control a case impartially"); In re Helm, 335 B.R. 528, 538 (Bankr. S.D.N.Y. 2006) ("The decision to assume or reject an executory contract is within the sound business judgment of the debtor-in-possession..."). 6

10 Pg 10 of Courts generally defer to a debtor's business judgment in assuming an executory contract, and upon finding that a debtor has exercised its sound business judgment, approve the assumption under section 365(a) of the Bankruptcy Code. See Nostas Assocs. v. Costich (In re Klein Sleep Prods., Inc.), 78 F.3d 18, 25 (2d Cir. 1996); Orion Pictures, 4 F.3d at 1099; In re Child World, Inc., 142 B.R. 87, (Bankr. S.D.N.Y. 1992). 20. The "business judgment" standard is not a strict standard; it requires only a showing that either assumption or rejection of the executory contract will benefit the debtor's estate. See Official Comm. of Subordinated Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y 1992); Comm. of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (where the debtor articulates a reasonable basis for its business decisions, courts will generally not entertain objections to the debtor's conduct). 21. When assuming an executory contract, section 365(b) of the Bankruptcy Code requires the debtor to cure any defaults under the contract or provide adequate assurance that it will promptly cure these defaults. See 11 U.S.C. 365(b)(1)(A). 22. The business judgment standard is also applicable to a debtor's decision to amend an agreement. Courts have found that subject to the business judgment rule, they will not substitute their own views for those of the debtors with regard to decisions to amend an agreement. See In re Global Crossing Ltd., 295 B.R. 726 (Bankr. S.D.N.Y. 2003). 23. The Debtors are seeking to assume the ENUSA Agreements as amended and restated, in order to continue the mutually strong and commercially beneficial business and technology relationship that they have fostered with ENUSA. As discussed herein, the ENUSA Agreements have allowed WEC and ENUSA to maintain, increase and solidify their respective 7

11 Pg 11 of 16 shares of the European PWR fuel and related services market and to support each other on valuable nuclear fuel contracts with key European customers through the European Fuel Group. In addition, the technology and licenses provided by WEC to ENUSA under the CUTCA enable the parties to preserve market share in Spain. 24. The ENUSA Agreements as amended also benefit the Debtors and ENUSA by addressing potential new areas of cooperation with respect to the European Fuel Group's market and technology that have emerged since the latest revisions of the ENUSA Agreements. Therefore, assuming the ENUSA Agreements as amended and updated, and extending their terms, will protect the Debtors' strong position in the European fuel market into the next decade. 25. In addition, the ENUSA Agreements as amended and restated provide practical benefits to the Debtors by updating, clarifying and harmonizing across the ENUSA Agreements their definitions and terms. The CUTCA has also been reorganized and updated to eliminate obsolete technology and include current technology to support the parties' licensing relationship and the EFG. This will enable the ENUSA Agreements to be used by the parties in a more consistent and efficient manner. 26. Finally, continuing the European Fuel Group arrangement as amended and restated is worth approximately $150 million per year in revenue to WEC, and is delivered at margins that are beneficial to WEC. 27. For the reasons set forth above, the Debtors submit that assuming the EFG Agreement as amended and restated by the Amended and Restated EFG Agreement, and the RATCA, as amended by the CUTCA, is a sound exercise of the Debtors' business judgment. 8

12 Pg 12 of In accordance with section 365(b) of the Bankruptcy Code, before the Debtors can assume the ENUSA Agreements, they must cure all defaults under the ENUSA Agreements. See 11 U.S.C. 365(b)(1)(A). The Debtors do not believe that there are any existing defaults under either the EFG Agreement or RATCA. Furthermore, ENUSA has consented to the assumption of the agreements as amended. Notice 29. 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 Debtors submit that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 30. No previous request for the relief sought herein has been made by the Debtors to this or any other Court. WHEREFORE the Debtors respectfully request entry of the Proposed Order granting the relief requested herein and such other and further relief as is just. Dated: August 23, 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 9

13 Pg 13 of 16 Exhibit A Proposed Order WEILA \6\

14 Pg 14 of 16 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK WESTINGHOUSE ELECTRIC COMPANY LLC, et al., Chapter 11 Case No (MEW) Debtors. 1 x (Jointly Administered) ORDER PURSUANT TO 11 U.S.C. 365(a) APPROVING ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS WITH ENUSA INDUSTR1AS AVANZADAS S.A. AS AMENDED Upon the Motion, dated August 23, 2017 (the "Motion"), 2 of Westinghouse Electric Company LLC, and certain debtor affiliates in the above-captioned chapter 11 cases as debtors and debtors in possession (collectively, the "Debtors"), pursuant to section 365 of the Bankruptcy Code for an order approving the assumption of certain executory contracts with ENUSA Industrias Avanzadas S.A. ("ENUSA") as amended, 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 relief 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 herein but not otherwise defined shall have the meanings ascribed to such terms in the Motion.

15 Pg 15 of 16 requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided, and it appearing that no other or further notice need be provided; and the Court having held a hearing on the Motion; and all objections to the Motion, if any, having been withdrawn, resolved, or overruled; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is granted. 2. Pursuant to section 365(a) of the Bankruptcy Code, the Debtors' assumption of the EFG Agreement, as amended and restated by the Amended and Restated EFG Agreement, is hereby approved. 3. Pursuant to section 365(a) of the Bankruptcy Code, the Debtors' assumption of the Restated and Amended Technical Cooperation Agreement, as amended and restated by the Consolidated and Updated Technical Cooperation Agreement, is hereby approved. 4. The Debtors are authorized to execute, deliver, implement, and fully perform any and all obligations, instruments, and documents and to take any and all actions reasonably necessary or appropriate to perform all obligations contemplated under the ENUSA Agreements. 2

16 Pg 16 of Notwithstanding anything to the contrary contained herein, any payment to be made or authorization contained hereunder shall be subject to the requirements imposed on the Debtors under any interim or final orders approving the DIP Loans (as defined in the final order approving the Debtors' postpetition credit facility) and the budget approved thereunder (the "Budget"). To the extent there is any conflict between this Order and any order approving the Debtors' postpetition credit facility (the "DIP Order") or Budget, the terms of the DIP Order or Budget, as applicable, shall govern. 6. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 7. This 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 HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE o J)