mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 1 of 6

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1 mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 1 of 6 Brent C. Strickland (admitted pro hac vice) Whiteford, Taylor & Preston L.L.P Wisconsin Avenue, Suite 700w Bethesda, Maryland Telephone: (410) bstrickland@wtplaw.com -and- Stephen B. Gerald (admitted pro hac vice) Whiteford, Taylor & Preston LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, Delaware Telephone: (302) sgerald@wtplaw.com Attorneys for Curtiss-Wright Electro-Mechanical Corporation UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X In re: Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., (Jointly Administered) Debtors. 1 Objection Deadline: March 14, 11:59 p.m. ET 2 X 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, Cranberry Township, Pennsylvania EMD s deadline to object to the Motion was extended by agreement with the Debtors.

2 mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 2 of 6 LIMITED OBJECTION TO NOTICE REGARDING (I) EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (II) PROPOSED CURE OBLIGATIONS, AND (III) RELATED PROCEDURES Curtiss-Wright Electro-Mechanical Corporation ( EMD ), a creditor and party in interest, by and through its undersigned counsel, hereby files this limited objection (the Objection ) to the Notice Regarding (i) Executory Contracts and Unexpired Leases, (ii) Proposed Cure Obligations, and (iii) Related Procedures (the Cure Notice ) filed by the Debtors in the above captioned cases, and respectfully states as follows: RELEVANT BACKGROUND 1. On March 29, 2017 (the Petition Date ), Westinghouse Electric Company LLC ( WEC ) and its affiliated debtors and debtors-in-possession (collectively, the Debtors ) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the Southern District of New York. 2. On February 22, 2018, the Debtors filed their Modified First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 2622], pursuant to which the businesses of the Debtors will be transferred (the Transaction ) to Brookfield WEC Holdings LLC (the Plan Investor ) in accordance with that certain Plan Funding Agreement dated as of January 12, On February 23, 2018, the Debtors filed the Cure Notice in furtherance of the Plan and the Transaction. The Cure Notice states that the Plan Investor may designate any of the Debtors executory contracts or unexpired leases for assumption by the Debtors on the date the Plan becomes effective, and that the contracts may also be assumed by the Debtors and assigned to Wind Down Co., or rejected. Further, if the form of the Transaction changes to an Asset Sale, the Debtors may assume and assign any executory contract or unexpired lease to the Plan 2

3 mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 3 of 6 Investor or its designee as part of a sale under section 363 of the Bankruptcy Code. See Cure Notice at p.2. Exhibit A to the Cure Notice lists certain contracts that may be assumed as well as the proposed cure amount for each such contract. 4. EMD and the Debtors are parties to, inter alia, certain prepetition agreements related to Units 2 and 3 at the Virgil C. Summer Nuclear Station near Columbia, South Carolina (the VC Summer Project ). Among those agreements is an agreement to manufacture certain nuclear reactor coolant pumps (PO Number ) at the VC Summer Project (the RCP Contract ). Exhibit A to the Cure Notice includes the RCP Contract, which is identified as line # 1190, as a contract that may be assumed through the Transaction, along with a proposed cure amount of $2,847, Exhibit A to the Cure Notice also identifies a Gen II Alliance Agreement between WEC and EMD (purchase order number MSA 013) (the Alliance Agreement ), which is identified as line # 1195, as a contract that may be assumed through the Transaction, along with a proposed cure amount of $0. 6. The deadline for contract counterparties to file an objection to the proposed assumption of their respective contracts, including any objections to proposed cure amounts and the proposed form of adequate assurance of future performance, was 4:00 p.m. ET on March 9, 2018 (the Objection Deadline ). Debtors counsel agreed to extend that deadline to March 14, 2018, at 11:59 p.m. ET as to EMD. OBJECTION 7. Section 365(b)(1) of the Bankruptcy Code provides as follows: If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee 3

4 mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 4 of 6 (A) cures, or provides adequate assurance that the trustee will promptly cure, such default. (B) compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such contract or lease, for any actual pecuniary loss to such party resulting from such default; and (C) provides adequate assurance of future performance under such contract or lease. 8. In order for the Debtors to assume the RCP Contract and the Alliance Agreement, the Debtors must cure all defaults existing under such contracts. 9. The Cure Notice fails to provide for all amounts due and owing to EMD under the RCP Contract. According to the Debtors books and records, the following invoice, a copy of which is attached hereto as Exhibit A, is due and owing and must be paid in order for the Debtors to be able to assume the RCP Contract. Invoice No./Reference No. WEC PO Description Current Amount Due U600 Milestone #13 Escalation For Delivery of Casings: VC Summer Unit #3 $226, Furthermore, as set forth in the Motion of Curtiss-Wright Entities for Allowance and Immediate Payment of Administrative Expense Claims Pursuant to 11 U.S.C. 503(a), (b)(1) and (b)(9), as supplemented and amended [Docket Nos and 1973], EMD asserts an administrative expense claim in the amount of $392, for suspension and demobilization costs for the equipment related to the RCP Contract that began to accrue when the owners of the VC Summer plant terminated the project. These costs must also be paid in order for the Debtors to assume the RCP Contract. Therefore, the correct cure amount that must be paid for the Debtors to assume the RCP Contract is $3,467,077. 4

5 mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 5 of With respect to the Alliance Agreement, according to EMD s books and records, the amount due and owing, and which must be paid in order for the Debtors to assume it, is $90, A copy of the respective invoice is attached hereto as Exhibit B. RESERVATION OF RIGHTS 12. EMD reserves the right to amend, revise, or supplement this Objection. EMD further reserves the right to make further objections at any hearing or otherwise as may be appropriate, and does not waive and hereby preserves all of its rights, remedies, and arguments under the Bankruptcy Code or otherwise with respect to the purchase order and the treatment thereof. CONCLUSION WHEREFORE, EMD respectfully requests that the Court (i) sustain this Objection, (ii) establish $3,467,077 as the amount necessary to cure existing defaults under the RCP Contract (line # 1190), (iii) establish $90,739 as the amount necessary to cure existing defaults under the Alliance Agreement (line # 1195), and (iii) grant such other and further relief as the Court deems just and proper. 5

6 mew Doc 2828 Filed 03/14/18 Entered 03/14/18 15:56:31 Main Document Pg 6 of 6 Dated: March 14, 2018 Respectfully Submitted, /s/ Brent C. Strickland Brent C. Strickland (admitted pro hac vice) Whiteford, Taylor & Preston L.L.P Wisconsin Avenue, Suite 700w Bethesda, Maryland Telephone: (410) bstrickland@wtplaw.com -and- Stephen B. Gerald (admitted pro hac vice) Whiteford, Taylor & Preston LLC The Renaissance Centre, Suite North King Street Wilmington, Delaware Telephone: (302) sgerald@wtplaw.com Attorneys for Curtiss-Wright Electro-Mechanical Corporation 6

7 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Exhibit A Pg 1 of 2 Exhibit A

8 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Exhibit A Pg 2 of 2

9 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Exhibit B Pg 1 of 3 Exhibit B

10 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Exhibit B Pg 2 of 3

11 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Exhibit B Pg 3 of 3

12 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Certificate of Service Pg 1 of 2 CERTIFICATE OF SERVICE I, Brent C. Stickland, certify that on this 14 th day of March, 2018, I caused the foregoing Limited Objection to Notice Regarding (I) Executory Contracts and Unexpired Leases, (II) Proposed Cure Obligations, and (III) Related Procedures to be served via this Court s CM/ECF system upon (i) all parties requesting electronic notice of all filings; and (ii) upon the parties on the attached service list by first-class mail. /s/ Brent C. Strickland Brent C. Strickland v1

13 mew Doc Filed 03/14/18 Entered 03/14/18 15:56:31 Certificate of Service Pg 2 of 2 Michael T. Sweeney Westinghouse Electric Company LLC 100 Westinghouse Drive Cranberry Township, PA Albert Togut, Esq. Kyle J. Ortiz, Esq. Patrick Marecki, Esq. Charles Persons, Esq. Togut, Segal & Segal LLP One Penn Plaza Suite 3335 New York, NY Paul Aronzon, Esq. Thomas R. Kreller, Esq. Milbank, Tweed, Hadley & McCloy LLP 2029 Century Park East, 33 rd Floor Los Angeles, CA Gary T. Holzer, Esq. Robert J. Lemons, Esq. Garrett A. Fail, Esq. David N. Griffiths, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY Van C Durrer II, Esq. Annie Li, Esq. Skadden Arps Slate Meagher & Flom LLP 300 South Grand Ave Suite 3400 Los Angeles, CA Martin J. Bienenstock, Esq. Timothy Q. Karcher, Esq. Vincent Indelicato, Esq. Proskauer Rose LLP Eleven Times Square New York, NY Jeffrey D Saferstein, Esq. Paul Weiss Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY Matthew Feldman, Esq. John L. Longmire, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY Fredric Sosnick, Esq. Ned S. Schodek, Esq. Shearman & Sterling LLP 599 Lexington Ave New York, NY Alan Kornberg, Esq. Kyle Kimpler, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY Paul Schwartzberg, Esq. United States Trustee U.S. Federal Office Building 201 Varick Street Room 1006 New York, NY v1