mew Doc 2448 Filed 02/07/18 Entered 02/07/18 16:34:00 Main Document Pg 1 of 8

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1 Pg 1 of 8 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 STIPULATION, AGREEMENT AND ORDER BETWEEN DEBTORS AND ASCENDUM MACHINERY, 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 ( WECTEC ), WECTEC Contractors Inc., and certain of their affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors or Westinghouse ), and Machinery, Inc. ( Vendor ), 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, 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 (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering (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 (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 8 RECITALS A. Vendor 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 and controlled 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 Vendor that the VC Summer Project was being abandoned (the Abandonment Notice ). By letter

3 Pg 3 of 8 dated August 1, 2017, Westinghouse notified Vendor 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 16, 2017, Vendor filed the Limited Objection to Notice of Presentment of Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer Project [Docket No. 1156] (the Objection ). On August 23, 2017, Vendor filed the Supplement to Limited Objection to Notice of Presentment of Omnibus Motion of Debtors Pursuant to 11 U.S.C. 365(a) and 105(a) for Authority to Reject Certain Executory Contracts Related to the VC Summer Project [Docket No. 1221] (the Supplemental Objection and, together with the Objection, the Objections ). 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 Objections remain outstanding. I. The Debtors and Vendor now wish to agree to the rejection of the Summer Subcontracts and defer any disputes concerning the effective date of rejection of the Summer Subcontracts and the priority of any claim Vendor has under the Summer Subcontracts arising from the cessation of work at the VC Summer Project.

4 Pg 4 of 8 J. This Stipulation shall serve as notice of a consensual resolution to the Objections pursuant to paragraph 7 of the Rejection Order. 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 Objections are 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, effective as of a date to be determined, but in any event no later than the date of this Stipulation. 2. Vendor 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. 3. Vendor reserves 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 Vendor. 4. 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. 5. This Stipulation may be changed, modified, or otherwise altered in a writing executed by the Parties to this Stipulation. Oral modifications are not permitted.

5 Pg 5 of 8 Court. 6. This Stipulation shall be effective immediately upon approval by the 7. 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 David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) /s/ Francesca Macchiaverna Francesca Macchiaverna HUNTER, MACLEAN, EXLEY & DUNN, P.C. 200 E. Saint Julian Street Savannah, Georgia Telephone: (912) Facsimile: (912) Attorney for Vendor 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 8 Exhibit A Rejected Subcontracts Line # Contract ID SPMAT PO SAP PO Number Debtor Counterparty Contract Description F WSPM WECTEC Contractors Inc WVS WVS WECTEC Contractors Inc F WSPM WECTEC Contractors Inc. Water Truck to Support Site Services Dust Control Water Truck for Dust Control - Replacement Truck Truck-dump A35D-haul truck F WSPM WECTEC Contractors Inc. Rental of Volvo ADT/ articulating dump truck model A35 or equivalent for 6 month rental to replace retired Company own Volvo ADT Unit No WVS WVS WECTEC Contractors Inc WVS WVS WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc. Rental Equipment - ASC Construction Property Damage Const. Services Ch. 4 Replace Damaged Mirror on Rental A40F 11950

7 Pg 7 of WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Global Project WECTEC Global Project WECTEC Contractors Inc.

8 Pg 8 of WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Global Project WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Global Project WECTEC Contractors Inc WECTEC Global Project WECTEC Contractors Inc WECTEC Contractors Inc WECTEC Contractors Inc WVS WVS WECTEC Contractors Inc. Haul Trucks needed to support backfill of MSE Wall Subcontract Work