mew Doc 2449 Filed 02/07/18 Entered 02/07/18 16:38:37 Main Document Pg 1 of 14

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1 Pg 1 of 14 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : : WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : : Debtors. 1 : x Chapter 11 Case No (MEW) (Jointly Administered) STIPULATION, AGREEMENT AND ORDER BETWEEN DEBTORS, MPANY, GREGORY ELECTRIC COMPANY, INC., AND CA MURREN & SONS CO., 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. ( WECTEC ),., and certain of their affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors or Westinghouse ), Blanchard Machinery Company, Gregory Electric Company,., and CA Murren & Sons Co.,. (collectively, the Vendors ), 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,. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co.,. (7944), PaR Nuclear,. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services,. (6250), Stone & Webster Asia. (1348), Stone & Webster Construction. (1673), Stone & Webster International. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (2348), TSB Nuclear Energy Services. (2348), WEC Carolina Energy Solutions,. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771),. (4168), WECTEC Global Project Services. (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 14 RECITALS A. Vendors 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 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 Vendors that the VC Summer Project was being abandoned (the Abandonment Notice ). By letter

3 Pg 3 of 14 dated August 1, 2017, Westinghouse notified Vendors 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, G. On August 17, 2017, Vendors filed the Limited Objection to 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. 1180] (the Objection ). 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 Objection remains outstanding. I. The Debtors and Vendors now wish to agree to the rejection of the Summer Subcontracts and defer any disputes concerning the effective date of rejection of certain Summer Subcontracts and the priority of any claim Vendors have under the Summer Subcontracts arising from the cessation of work at the VC Summer Project. J. This Stipulation shall serve as notice of a consensual resolution to the Objection pursuant to paragraph 7 of the Rejection Order.

4 Pg 4 of 14 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 Objection is 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. are as follows: 2. The effective dates of the Debtors rejection of the Summer Subcontracts a. Blanchard Machinery Company s Summer Subcontracts are rejected effective as of August 7, 2017; b. Gregory Electric Company,. s Summer Subcontracts are rejected effective as of a date to be determined, but in any event no later than the date of this Stipulation; and c. C.A. Murren and Sons Co.,. s Summer Subcontracts are rejected effective as of a date to be determined, but in any event no later than the date of this Stipulation. 3. Vendors 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. 4. Vendors reserve 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 Vendors.

5 Pg 5 of 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. 6. This Stipulation may be changed, modified or otherwise altered in a writing executed by the Parties to this Stipulation. Oral modifications are not permitted. Court. 7. This Stipulation shall be effective immediately upon approval by the 8. 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 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) /s/ Michael M. Beal Michael M. Beal, Esq. Adam J. Floyd, Esq. BEAL, LLC 1301 Gervais Street, Ste Columbia, SC Telephone: (803) Attorneys for Vendors Attorneys for Debtors and Debtors in Possession SO ORDERED, this 7 th day of February, 2018 s/michael E. Wiles HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE

6 Pg 6 of 14 Exhibit A Summer Subcontracts Line # Contract ID SPMAT PO SAP PO Number Debtor Counterparty Contract Description F WSPM Water Wagon for Dust Control F WSPM Unit 3 N.I. CVBH - 1 Month Rental - Blanchard CAT Recommended Vendor - Target date 6/09/ F WSPM Tractor needed to backfill 40,000 yards of soil east of pump structure WVS WVS SOS Oil Sample Pumps for Mechanics at Bldg F WSPM Replacement Paddle Teeth and Keepers for 320E Excavator_ WVS WVS Replacement Cutting Edges and Hardware for Cat Rental 12M Motor Grader_M F WSPM Replacement Cutting Edges and Hardware for 279C Skidsteers None Repair parts for company owned equipment None WECTEC Global Project Services Repair parts for company owned equipment

7 Pg 7 of WVS WVS Rental Equipment -Blanchard Machine F WSPM Property Damage CS Ch. 4 - Replacement Glass for Rental Water Truck (Blanchard) F WSPM Project Damage Const. Services Ch. 4 Replace Work Light Assy. on 320_ WVS WVS Project Damage Const. Service Ch. 4, Replace Damaged Parts on Trenching Attachment C WVS WVS Project Damage Const Services Ch. 4, replace broken cab window on rental 336F_M WVS WVS Project Damage Const Service Ch. 4 Replace Impacted Engine Cover Hinges 308E_ WVS WVS Pay Blanchard invoices for PM Service on HLD Engines

8 Pg 8 of WECTEC Global Project Services

9 Pg 9 of WECTEC Global Project Services

10 Pg 10 of WECTEC Global Project Services

11 Pg 11 of WECTEC Global Project Services WECTEC Global Project Services

12 Pg 12 of WECTEC Global Project Services F WSPM Paddle Teeth and Keepers for Cat Excavators F WSPM Motor Grader to Grade and Maintain Parking Lots and Roads WVS WVS Mechanic Shop-Filters and Oil for Stationatry Cat Generator PM Services WVS WVS Mechanic Shop - Project Damage Replacement Glass and Rollers for Blanchard Rental 336E_M F WSPM Invoice for Project Damage to Motor Grader - M WVS WVS Hot! Cutting Edges and Hardware for D6K Dozers F WSPM Ground Engaging Teeth for 329E Ecavator_103028/ SN-ZCD F WSPM Ground Engaging Parts for Site Owned Cat Trencher Attachment_C13469

13 Pg 13 of WVS WVS Extend Rental for Trench Rollers, Move JDE PO to a SPMAT PO WVS WVS Excavators (2) - Blanchard Machinery - Mark Wills WVS WVS Excavator - CAT 336E WVS WVS Cutting Edges and Hardware for Cat Rental Motor Grader_M WVS WVS Cutting Edges and Hardware for Cat Rental Motor Grader_M WVS WVS Cutting Edge/Hardware for Rental Motor Grader_N9R F WSPM CATERPILLAR 308E CR Series II Mini Excavator (5-9.9 Tons) Rental for U2 and U3 Turbine Civil Dirt Crew F REL 2 WSPM BLANKET PO FOR SERVICE AND REPAIR NOT TO EXCEED $25,000- FOR CAT STATIONARY GENERATORS (5-FIBER HUTS)S/N'S GLD01333, D4B02434, NCD00840, D4B01697 AND GLD F REL 5 WSPM BLANKET PO FOR SERVICE AND REPAIR NOT TO EXCEED $25,000- FOR CAT STATIONARY GENERATORS (5-FIBER HUTS)S/N'S GLD01333, D4B02434, NCD00840, D4B01697 AND GLD F WSPM Articulating Water Truck for Site Dust Control

14 Pg 14 of F WSPM Articulating Dump Trucks for Civil Dirt Work None W1558 GREGORY ELECTRIC CO INC Temporary Electric None W1788 CA MURREN AND SONS CO INC Mechanical Stabilized Walls None W1779 CA MURREN AND SONS CO INC HDEP Piping