mew Doc 2874 Filed 03/16/18 Entered 03/16/18 23:03:58 Main Document Pg 1 of 4

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1 mew Doc 2874 Filed 03/16/18 Entered 03/16/ Main Document Pg 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In Re Chapter 11 Bankruptcy No MEW WESTINGHOUSE ELECTRIC COMPANY LLC, (Jointly Administered) et al. Debtors LIMITED OBJECTION OF INTERTECH SECURITY, LLC TO CURE AMOUNT SET FORTH IN NOTICE REGARDING (I) EXECUTOR CONTRACTS AND UNEXPIRED LEASES, (II) PROPOSED CURE OBLIGATIONS, AND (III) RELATED PROCEDURES InterTech Security, LLC ( InterTech ) a creditor in the above captioned Chapter 11 bankruptcy case, hereby files this Limited Objection to Cure Amount set forth in the Notice Regarding (I) Executory Contracts and Unexpired Leases, (II) Proposed Cure Objections, and (III) Related Procedures ( Cure Notice ) filed at Document No InterTech objects as follows 1. On March 29, 2017 ( Petition Date ) Westinghouse Electric Company, LLC ( Debtor ) along with certain subsidiaries and affiliated entities filed voluntary bankruptcy petitions under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ). The Debtors cases are jointly administered at Case No MEW. 2. Prior to the Petition Date, the Debtor and InterTech were parties to a master service agreement ( MSA ) whereby InterTech provided labor, materials and security services to the Debtor and/or its affiliates. InterTech. 3. Prior to the Petition Date, the Debtor owed certain amounts under the MSA to BANK_FIN

2 mew Doc 2874 Filed 03/16/18 Entered 03/16/ Main Document Pg 2 of 4 4. InterTech filed Proofs of Claim with KCC, LLC, the Court approved claims agent ( Claims Agent ), demonstrating the amount of outstanding invoices under the MSA. 5. On February 23, 2018, the Debtor filed the Cure Notice detailing the amounts due to InterTech in order for the Debtor to cure the defaults under the MSA and assume and/or assign the MSA pursuant to section 365(b) of the Bankruptcy Code. The amounts purported due in the Cure Notice were as follows Line AP Contract Contract ID/PO Contract ID Debtor Contract Amount ID Number Description Ariba 277 Westinghouse Electric Company, LLC InterTech Master Service Agreement $ BPO Westinghouse Electric Company, LLC Sub-Agreement Dedicated Resource $ BPO40418 PCI Engery Services, LLC Sub-Agreement $ BPO40419 WEC Sub Agreement, $0.00 Carolina Service and Energy Solutions Equipment, Rock Hill, S.C BPO40417 Westinghou Sub-Agreement - $1, se Electric Service and Company, Equipment for all LLC PAR Nuclear Inc. W001 locations InterTech Job # Hutchinson Warehouse $15, InterTech s records indicate the Debtor s default under the MSA totals $31, as more fully detailed in attached Exhibit A. 7. The descriptions provided in the Cure Notice do not match up with InterTech s records. 8. InterTech believes that all amounts listed in the Cure Notice, as well as other amounts due to InterTech as set forth on the attached Exhibit A are all owed under the MSA, and not under separate contracts. Page 2

3 mew Doc 2874 Filed 03/16/18 Entered 03/16/ Main Document Pg 3 of 4 9. The Debtor must assume the MSA cum onere. In re Eastman Kodak Co., 495 B.R. 618, 624 (Bankr. S.D.N.Y. 2013) (citing Nat l Labor Relations Board v. Bildisco and Bildisco (In re Bildisco and Bildisco), 465 U.S. 513, , 104 S.Ct. 1188, 79 L.Ed.2d 482 (1984)). The Debtor cannot pick and choose parts of the MSA to assume. Id. 10. The Cure Notice is defective unless it is amended to include all amounts due under the MSA as set forth on Exhibit A. RELIEF REQUESTED 11. Section 365(b) of the Bankruptcy Code requires a debtor to cure any defaults under an executory contract at the time assumption and assignment thereof. The Debtor has identified the MSA as an executory contract that may be assumed as part of their Chapter 11 plan or asset sale. Accordingly all defaults must be cured, including the amount of $31, InterTech has contacted Debtor s counsel in an attempt to work amicably towards a resolution of these matters and will continue to work accordingly. The Debtor also consented to an extension of the time to file the within Objection to March 16, InterTech files this limited objection and reservation of rights to preserve its entitlement to the total cure amount of $31, Service of this Objection has been provided to the appropriate parties in accordance with the Bankruptcy Court s Practices and General Order M-399, as set forth in the Cure Notice at 7. WHEREFORE, InterTech respectfully requests this Honorable Court enter an Order providing that the Cure Amount is $31, which is due to InterTech at the time the Debtor assumes the MSA. Page 3

4 mew Doc 2874 Filed 03/16/18 Entered 03/16/ Main Document Pg 4 of 4 Dated March 16, 2018 New York, New York /s/ Michael A. Shiner Michael A. Shiner, Esquire Pa. I.D. No TUCKER ARENSBERG, P.C One PPG Place Pittsburgh, PA mshiner@tuckerlaw.com Phone Counsel for InterTech Security, LLC Page 4

5 mew Doc Filed 03/16/18 Entered 03/16/ Exhibit A Pg 1 of 2 Exhibit A (Outstanding Cure Amounts)

6 mew Doc Filed 03/16/18 Entered 03/16/ Exhibit A _1.xlsx Pg 2 of 2 Customer Customer Name Document Type Document Date Document # Document Description Original Amount Current Amount Location Job Name Description WESTINGHOUSE ELECTRIC Service / Repairs 3/30/2016 SRVCE , , Lake Bluff, IL PCI Energy New door - cost plus small project WESTINGHOUSE ELECTRIC Service / Repairs 3/24/2016 SRVCE , , Newington, NH 178 Shattuck NSW QC gage lab 1 showing open loop WESTINGHOUSE ELECTRIC Service / Repairs 3/25/2017 SRVCE Newington, NH 178 Shattuck Troubleshoot gas bottle PTZ camera WESTINGHOUSE ELECTRIC Service / Repairs 3/22/2017 SRVCE Newington, NH 178 Shattuck Add switch, relocate panic alarm WESTINGHOUSE ELECTRIC Service / Repairs 12/8/2016 SRVCE , , Youngwood, PA WESTEC Fire alarm system testing WESTINGHOUSE ELECTRIC Service / Repairs 12/31/2016 SRVCE Youngwood, PA WESTEC Silent Knight fire panel troubleshoot WESTINGHOUSE ELECTRIC Sales / Invoices 7/29/2016 PB Prj PA 2, , Goodyear, AZ GOODYEAR AZ - EQUIPMENT & DEMO Security equipment demo & intrusion install WESTINGHOUSE ELECTRIC Sales / Invoices 2/28/2017 PB Prj PA 7, , Shoreview, MN WEC SHOREVIEW NEW WHSE SEC Shoreview-Hutchinson new warehouse security WESTINGHOUSE ELECTRIC Sales / Invoices 3/22/2017 PB Prj PA 7, , Shoreview, MN WEC SHOREVIEW NEW WHSE SEC Shoreview-Hutchinson new warehouse security WESTINGHOUSE ELECTRIC Sales / Invoices 11/28/2016 PB Prj PA 1, , Cranberry, PA WEC 500 CRANBERRY SEC EQUIP DE McKesson Building security equipment demo

7 mew Doc Filed 03/16/18 Entered 03/16/ Certificate of Service Pg 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In Re Chapter 11 Bankruptcy No MEW WESTINGHOUSE ELECTRIC COMPANY LLC, (Jointly Administered) et al. Debtors CERTIFICATE OF SERVICE I certify that I served or caused to be served a copy of the Limited Objection of Intertech Security, LLC to Cure Amount set forth in Notice Regarding (I) Executor Contracts and Unexpired Leases, (II) Proposed Cure Obligations, and (III) Related Procedures each of the persons and parties in interest requesting electronic notification by way of the Court s CM/ECF System and upon the following parties at the addresses shown below by United States Mail, First Class, on March 19, 2018, and on March 16, 2017 (where applicable) Westinghouse Electric Company LLC, Attn Michael T. Sweeney 1000 Westinghouse Drive, Cranberry Township, PA Paul Schwartzberg, Esquire Office of the United States Trustee U.S. Federal Office Building 201 Varick Street, Room 1006 New York, NY Skadden, Arps, Slate, Meagher & Flom LLP, Attn Van C. Durrer II and Annie Z. Li 300 South Grand Avenue, Suite 3400 Los Angeles, CA Garrett A. Fail, Esquire Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY garrett.fail@weil.com david.griffiths@weil.com gary.holtzer@weil.com robert.lemons@weil.com Togut, Segal & Segal LLP Attn Kyle J. Ortiz, Albert Togut, Patrick Marecki, and Charles Persons One Penn Plaza, Suite 3335 New York, NY kortiz@teamtogut.com altogut@teamtogut.com Milbank, Tweed, Hadley & McCloy LLP, Attn Paul Aronzon and Thomas R. Kreller 2029 Century Park East, 33rd Floor Los Angeles, CA tkreller@milbank.com BANK_FIN

8 mew Doc Filed 03/16/18 Entered 03/16/ Certificate of Service Pg 2 of 2 Proskauer Rose LLP Attn Martin J. Bienenstock, Timothy Q. Karcher, and Vincent Indelicato Eleven Times Square New York, NY mbienenstock@proskauer.com vindelicato@proskauer.com Shearman & Sterling LLP Attn Fredric Sosnick and Ned S. Schodek 599 Lexington Avenue New York, NY fsosnick@shearman.com Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn Alan Kornberg and Kyle Kimpler 1285 Avenue of the Americas New York, NY kkimpler@paulweiss.com Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn Jeffrey D. Saferstein 1285 Avenue of the Americas New York, NY jsaferstein@paulweiss.com Willkie Farr & Gallagher LLP Attn Matthew Feldman and John Longmire 787 Seventh Avenue New York, NY maosbny@willkie.com Chambers of the Honorable Michael E. Wiles United States Bankruptcy Court Southern District of New York One Bowling Green New York, NY TUCKER ARENSBERG, P.C. Dated March 16, 2018 New York, New York /s/ Michael A. Shiner Michael A. Shiner, Esquire Pa. I.D. No TUCKER ARENSBERG, P.C One PPG Place Pittsburgh, PA mshiner@tuckerlaw.com Phone Counsel for InterTech Security, LLC Page 2