mew Doc 2917 Filed 03/21/18 Entered 03/21/18 18:08:46 Main Document Pg 1 of 6

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1 Pg 1 of 6 WEIL, GOTSHAL & MANGES LLP TOGUT, SEGAL & SEGAL LLP 767 Fifth Avenue One Penn Plaza, Suite 3335 New York, New York New York, New York Telephone (212) Telephone (212) Facsimile (212) Facsimile (212) Gary T. Holtzer Albert Togut Robert J. Lemons Kyle J. Ortiz Garrett A. Fail David N. Griffiths Patrick Marecki Charles M. Persons Attorneys for Debtors and Debtors in Possession Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Ltd. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x NOTICE OF FILING REGARDING AMENDMENTS TO DIP CREDIT AGREEMENT AND LIQUIDITY FACILITY AGREEMENT On March 12, 2018, the above-captioned debtors and debtors-in-possession filed the Motion of Debtors Pursuant to 11 U.S.C. 364 and 105 for Authority to Enter Into Third 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 WEIL\ \1\

2 Pg 2 of 6 Amendments to DIP Credit Agreement and Liquidity Facility Agreement [ECF No. 2807] (the Motion ). No material changes were made to the proposed Amendments (as defined in the Motion). In accordance with the Motion, a clarifying change to each of the proposed Amendments is reflected on Exhibit A and Exhibit B annexed hereto. Dated March 21, 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 Telephone (212) Facsimile (212) Attorneys for Debtors and Debtors in Possession -and- Albert Togut Kyle J. Ortiz Patrick Marecki Charles M. Persons TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone (212) Facsimile (212) Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited 2 WEIL\ \1\

3 Pg 3 of 6 Exhibit A (Comparison DIP Amendment No. 3) 3 WEIL\ \1\

4 Pg 4 of 6 (xviii) Section 6.4(k) of the Credit Agreement is hereby amended and restated in its entirety as follows (k) other Investments in an aggregate amount at any time outstanding not to exceed $45.0 million (or the equivalent in any other currency); (xix) Section 6.4(o) of the Credit Agreement is hereby amended and restated in its entirety as follows (o) Investments in Mangiarotti S.p.A., whether directly or indirectly through one or more of its shareholders, in an aggregate amount not to exceed $90.0 million (or the equivalent in any other currency); (xx) Section 6.5 of the Credit Agreement is hereby amended by adding the following clause immediately following Section 6.5(o) (p) liquidation, winding up or dissolution of any Subsidiary of the Borrower or the UK Parent (other than a Credit Party or an Intercompany Borrower) (x) that is a dormant company with no activity or (y) if the Borrower or the UK Parent, as applicable, determines in good faith that such liquidation, winding up or dissolution is in the best interests of the Borrower or the UK Parent, as applicable, and is not materially disadvantageous to the Lenders; (xxi) Section 6.15(b) of the Credit Agreement is hereby amended and restated in its entirety as follows (b) [reserved]. WEIL\ \6\ WEIL\ \9\ (xxi) The notice details for the Borrower in Section 9.2 of the Credit Agreement are hereby amended and restated in their entirety as follows Westinghouse Electric Company LLC Avenue Louise 326 B-1050 Brussels Belgium Attention Alexander Paskov Telephone +32 (0) Fax paskova@westinghouse.com With a copy to Westinghouse Electric Company LLC 1000 Westinghouse Drive Cranberry Township, PA Attention Alexander Paskov Telephone +32 (0) Fax

5 Pg 5 of 6 Exhibit B (Comparison LFA Amendment No. 3) WEIL\ \1\

6 Pg 6 of 6 (g) (h) Investments in and/or by Springfields Segregated Assets Limited in an aggregate amount outstanding at any time not to exceed 10,000,000 to be funded into a segregated account to meet regulatory requirements in respect of future decommissioning obligations; Investments (i) (ii) (iii) constituting deposits, prepayments and/or other credits to suppliers; made in connection with obtaining, maintaining or renewing client and customer contracts; and/or in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of sub-paragraph (iii), to the extent necessary to maintain the ordinary course of supplies; (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; Investments (including debt obligations and equity interests) received (i) in connection with the bankruptcy or reorganization of any person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other account debtors arising in the ordinary course of business, (iii) upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; Investments consisting of the licensing of intellectual property rights pursuant to joint marketing arrangements with other persons entered into in the ordinary course of business; other Investments in an aggregate amount at any time outstanding not to exceed $45,000,000; Investments in connection with the Corporate Reorganisation, subject to the consent of the Required Lenders (as defined in the Principal Facility Agreement); Investments in Mangiarotti S.p.A., whether directly or indirectly through one or more of its shareholders, in an aggregate amount not to exceed $90,000,000 (or its equivalent in any other currency); Investments in Westinghouse Electric (Asia) SA, Astare and Westinghouse Electric Belgium S.A. in an aggregate amount not to exceed $10,000,000 (or its equivalent in any other currency); Permitted Investments (as defined in the Principal Facility Agreement); Acquisition by WEF of 50% equity interest in WEC Acquisitions Limited from WEC UK; Investments pursuant to and in accordance with the Mangiarotti/NFI Transactions; Investments required to be made in order to comply with Nuclear Obligations, provided that for the purposes of this Agreement no such investments shall made unless WEIL\ \7\