mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 1 of 9

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1 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 1 of 9 O DONOGHUE & O DONOGHUE LLP John R. Harney 5301 Wisconsin Avenue, N.W., Suite 800 Washington, D.C Telephone: (202) Facsimile: (202) Attorney for Plumbers and Pipefitters National Pension Fund UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : WESTINGHOUSE ELECTRIC COMPANY : Case No (MEW) LLC, et al., : : Debtors. 1 : (Jointly Administered) x RESPONSE OF PLUMBERS AND PIPEFITTERS NATION PENSION FUND TO THE SIXTEENTH OMNIBUS OBJECTION TO CLAIMS (No Liability Claims) The Plumbers and Pipefitters National Pension Fund ( Fund or PPNPF ) hereby responds to the Wind Down Co LLC ( Wind Down Co. ) Sixteenth Omnibus Objection to Claims (No Liability Claims) (the Objection ) [ECF No. 3794] which objects to the Fund s Proof of Claim [Claim No. 2430] filed against Westinghouse Electronic Company LLC on August 31, The Debtors in these chapter 11 cases include Westinghouse Electric Company LLC, CE Nuclear Power International, Inc., Fauske and Associates LLC, Field Services, LLC, Nuclear Technology Solutions LLC, PaR Nuclear Holding Co., Inc., PaR Nuclear, Inc., PCI Energy Services LLC, Shaw Global Services, LLC, Shaw Nuclear Services, Inc., Stone & Webster Asia Inc., Stone & Webster Construction Inc., Stone & Webster International Inc., Stone & Webster Services LLC, Toshiba Nuclear Energy Holdings (UK) Limited, TSB Nuclear Energy Services Inc., WEC Carolina Energy Solutions, Inc., WEC Carolina Energy Solutions, LLC, WEC Engineering Services Inc.,WEC Equipment & Machining Solutions, LLC, WEC Specialty LLC, WEC Welding and Machining, LLC, WECTEC Contractors Inc., WECTEC Global Project Services Inc., WECTEC LLC, WECTEC Staffing Services LLC, Westinghouse Energy Systems LLC, Westinghouse Industry Products International Company LLC, Westinghouse International Technology LLC and Westinghouse Technology Licensing Company LLC.

2 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 2 of 9 ( Proof of Claim ). Through this Response, the Fund opposes the objection as it relates to Claim No In support hereof, the Fund respectfully states as follows: Basis for Claim 1. The PPNPF is a multiemployer defined benefit pension plan as defined by section 3(2) (29 U.S.C. 1002(2)) and 3(37) (29 U.S.C. 1002(37) of the Employee Retirement Income Security Act ( ERISA ), with over 100,000 participants and beneficiaries nationwide. It is funded by contributions of employers in the plumbing and pipe fitting industry of the United States who are signatory to collective bargaining agreements with the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada ( United Association or UA ) requiring contributions to the Fund on behalf of employees performing plumbing and pipe fitting work covered by those agreements. The Debtors are part of a controlled group of companies, which include Westinghouse Electric Company LLC and several other entities, some of which are, or have been, signatory to collective bargaining agreements requiring contributions to the Fund. 2. On August 31, 2017, the undersigned, as attorney, filed a Proof of Claim [Claim No. 2430] on behalf of the Fund as Creditor against the Debtor, Westinghouse Electric Company LLC for the amount of $11,794, On or around the same date, the undersigned submitted substantially similar claims for the other Debtors based on a belief that all Debtors are under a common control group pursuant to section 4001(b) of ERISA, which provides all traders or businesses under common control are 2

3 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 3 of 9 jointly and severally liable for withdrawn employer s withdrawal liability. See 29 U.S.C. 1301(b)(1) The basis for all of these claims was contingent withdrawal liability pursuant to section 4203 of ERISA, which specifies that, with regard to an employer in the building and construction industry, a withdrawal occurs if: (a) the employer ceases to have an obligation to contribute under the plan ; and (b) the employer (i) continues to perform work in the jurisdiction of the collective bargaining agreement of the type for which contributions were previously required or (ii) resumes work within 5 years after the date on which the obligation to contribute under the plan ceases, and does not renew the obligation at the time of the resumption. 29 U.S.C Specifically should any of the debtors that are signatory to collective bargaining agreements withdraw from the Fund at a time when the Fund has unfunded vested benefits, the withdrawing employer and its controlled group will be liable to the Fund for its share of the benefits promised to the participants of the Fund but unfunded given the financial position of the Fund. If the Fund has withdrawal liability, the Trustees of the Fund will have a fiduciary obligation to pursue recovery withdrawal liability from employers and their controlled group who have withdrawn from the Fund as defined in section 4203(b) of ERISA. Purported Basis for Objection 5. As detailed in 12 and 17 of its Objection to the Fund s claim against Westinghouse Electric Company LLC, Wind Down Co. relies on the part of section 502(b)(1) of the Bankruptcy Code that provides a party in interest can object to a claim if such claim is unenforceable against the debtor and property of the debtor, under any agreement or applicable 2 Claim numbers for the other proof of claims filed on behalf of the Fund include 2425, 2426, 2429, 2469, 2478, 2483, 2493, 2626, 2629, 2630, 2634, 2636, 2638, 2641, 2645, 2821, 2828, 2847, 2857, 2872, 2887, 2890, 2902, 2905, 2906, 2908, 2912, 2916, 2918, 2922 and

4 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 4 of 9 law. In 16, the Objection goes on to suggest that the Fund s claim against Westinghouse Electric Company LLC should be disallowed under the basis that there is no liability for the claim because the Labor Agreements were assumed by the Reorganized Debtors together with continuing obligations thereunder pursuant to the Plan Funding Agreement ( PFA ) [ECF No. 2180], specifically Exhibit C thereto, the Employee Matters Agreement. Employee Matters Agreement Only Addresses Agreements Covering Continuing Employees 6. The statement made in 16 of the Objection suggests that all collective bargaining agreements to which the Debtors have signed are covered under section 1 of the Employee Matters Agreement. However, the Employee Matters Agreement more completely states that the Plan Investor shall cause the Reorganized Companies... to honor all collective bargaining agreements that cover any Continuing Employees. PFA at 145 (Exhibit C, 1(b)). A Continuing Employee is defined as any individual who becomes employed by the Reorganized Companies or an Affiliate of the Reorganized Companies (including the Reorganized Company Group Members) Id. The PFA provides that all Covered Employees, defined as any employee of any Company Group Member, will become employees of the Reorganized Companies or an affiliate of the Reorganized Companies by operation of Law. Id. at 115, Applied to the Fund s claims, upon information and belief, it is unlikely that Exhibit C would cover all agreements that required contributions to the Fund. For example, many of the agreements that provide the basis from which the Fund s claims against the Westinghouse family of entities are derived are for project labor agreements ( PLAs ), which, upon information and belief, would not be automatically assumed in accordance with section 1(b) of the Employee Matters Agreement to the extent they do not include continuing employees. The Proof of Claim contains several examples of PLAs that were signed by the Debtors. See, e.g., Proof of Claim 4

5 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 5 of 9 (Letter of Assent Apex Generating Station Project Between Stone & Webster and UA Local Union 525 (Jan. 11, 2002); Agreement Between Stone & Webster Construction, Inc. and Augusta Building & Construction Trades Council Signatory Page (Apr. 10, 2007); General Presidents Project Maintenance Agreement Signatory Page (Feb. 28, 2007); General Presidents Project Maintenance Agreement Signatory Page for Project #1189, signed by labor relations representative, CB&I Environmental & Infrastructure, Inc. (Mar. 28, 2014); General Presidents Project Maintenance Agreement Signatory Page For Project #983 Entergy Systemwide, Signed by David O. Ellenberger, Vice President, Stone & Webster Construction, Inc. (Nov. 10, 2003); General Presidents Project Maintenance Agreement Signatory Page for Project #968 Cenex Refinery, Signed by David O. Ellenberger, Vice President, Stone & Webster Construction, Inc. (May 13, 2003)). No Explicit Indication Other Applicable Agreements Are Assumed 8. The Plan Funding Agreement refers to a Schedule 4.14(i) which sets forth a list of each collective bargaining agreement to which any Company Group Member is a party that is applicable to the Covered Employees. PFA at 47 ( 4.14(i)). According to the Plan Funding Agreement, [e]xcept as set forth on Schedule 4.14(i), no labor union represents any employees of the Company Group Members and, to the Knowledge of Companies, no labor union has attempted to organize, and there are no current organizing efforts concerning, the employees of any Company Group Member. Id. Schedule 4.14(i) is not publicly available; in accordance with the Order Pursuant to 11 U.S.C. 107(b) and 105(a) and Fed. R. Bankr. P. 9018, Authorizing Debtors to (I) File Documents Under Seal and (II) Redact Commercially Sensitive, Nonpublic Information [ECF No. 2181] filed on January 18, 2018, the Debtors filed the unredacted version of the Plan Funding Agreement under seal. 5

6 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 6 of 9 9. A review of the Revised Schedule of Assumed Contracts and Schedule of Assigned Contracts [ECF No. 3624], revealed the following contracts associated with United Association local unions were assumed pursuant to the Plan Funding Agreement: (a) Contract ID Nos. PFA 1838 and PFA 1449, both of which involved the Westinghouse Electric Company LLC and Arizona Pipe Trade (in the case of PFA 1838) or Arizona Pipe Trades (in the case of PFA 1449), and both contracts are described as Arizona Pipe Trades Pension Plan ; (b) Contract ID Nos. PFA and PFA 1828, both of which involved Westinghouse Electric Company LLC and Pipe Fitters Local 597, and both have contract descriptions of Pipe Fitters Retirement Fund, Local 597 ; (c) Contract ID No. PFA -1440,which involved Westinghouse Electric Company LLC and Plumbers & Steamfitters Local 400 and Mechanical Contractors Association of North Central Wisconsin, and is described as Defined Benefit Pension Plan of the Plumbers & Steamfitters Local 400 and Mechanical Contractors Association of North Central Wisconsin ; and (d) Contract ID Nos. PFA and PFA 1844, both of which were between Westinghouse Electric Company LLC and U.A. Plumbers 63 & Steamfitters 353, and have a contract description of U.A. Plumbers 63 & Steamfitters 353 Joint Pension. 10. The PPNPF s Proof of Claim contains many of the collective bargaining agreements that, upon information and belief, required Debtors to make contributions to the Fund. See supra 7 (listing project labor agreements); see also Proof of Claim (Trust Fund Participation Agreement between PCI Energy Services, LLC and Steamfitters Local Union 353 (Feb. 7, 2006)). Exhibits A, B, C and D to this Response include additional information on collective bargaining agreements signed by entities that are, or at least have been associated with the debtors, identifying: (a) CBI Services Inc. as signatory to the United Association National Maintenance Agreement as of March 10, 2014 (see Exhibit A); (b) PCI Energy Services, LLC signatory to the United 6

7 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 7 of 9 Association National Specialty Agreement as of December 17, 2003 (see Exhibit C) (c) CB&I Specialty Services, LLC signatory to the United Association National Specialty Agreement as of September 23, 2015 (see Exhibit D). 3 In addition to national agreements and project labor agreements, some UA local unions have collective bargaining agreements, either through the local union s main collective bargaining agreement or via a special work classification through a special agreement, requiring signatory employers to make contributions to the Fund. Exhibit E to this Response lists UA local unions that participate in the Fund as well as other special agreements which require select participation in the Fund. 11. The Fund has not been informed as to whether those collective bargaining agreements listed in Schedule 4.14(i) referred to in 8 above included collective bargaining agreements under which the Debtors were required to make contributions to the Fund or whether those collective bargaining agreements were assumed by virtue of the Employee Matters Agreement. Therefore, the Fund cannot infer from Schedule 4.14(i) or the Employee Matters Agreement that the collective bargaining agreement that require contributions to the Fund have been assumed. 12. There is little overlap between the assumed contracts listed in 9 above and the local union jurisdiction for which the fund assessed withdrawal liability. One potential overlap includes Local Unions 63 and 353 and in that situation, the contract that was assumed was the U.A. Plumbers 63 & Steamfitters 353 Joint Pension. As previously provided in the Proof of Claim, the Fund has knowledge of a Trust Fund Participation Agreement between PCI Energy Services, LLC and Steamfitters Local Union 353, dated February 7, Both local unions also participate 3 The United Association National Maintenance Agreement was previously provided in the Proof of Claim. A copy of the United Association National Specialty Agreement is provided as Exhibit B to this Response. 7

8 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 8 of 9 in the Fund. We cannot infer from this information that the contract involving Local Unions 63 and 353 that were assumed are the same as the agreement that was filed with the Proof of Claim. 13. Without an affirmative demonstration that the reorganized debtors will assume previously agreed upon obligations to contribute to the Fund, it would be inappropriate to disallow the Fund s claims in their entirety, as is being sought in the Objection. Reservation of Rights 14. To the extent that the Court believes the Fund s claims should not be allowed in the amount provided in the Proof of Claim, or the reorganized debtors or Wind Down Co. provide additional information demonstrating the assumption of other collective bargaining agreements, the Fund requests permission of the Court to submit additional responses on the issues raised in the Objection after discovery or hearings have concluded, as may be necessary or appropriate. 15. The Fund reserves the right to respond to any future objection to any of the proof of claims listed in this Response on any ground, and to amend, modify, an/or supplement this Response to the extent the claim is not granted. Conclusion 16. For the forgoing reasons, the Plumbers and Pipefitters National Pension Fund respectfully requests that the Court overrule the Objection to the Fund s Proof of Claim, allow such claim in full as provided in the Proof of Claim and grant any other relief as the Court deems just and equitable. 17. Replies to this Response should be submitted to the undersigned at the address provided below. 18. The Plumbers & Pipefitters National Pension Fund Board of Trustees possesses the ultimate authority to reconcile settle, or otherwise resolve the claim on behalf of the Fund. They 8

9 mew Doc 3953 Filed 09/25/18 Entered 09/25/18 12:15:54 Main Document Pg 9 of 9 may be contacted through the Administrator for the Trustees, Toni C. Inscoe at: Toni C. Inscoe, Administrator for the Trustees, Plumbers & Pipefitters National Pension Fund, 103 Oronoco Street, Alexandria, VA 22314; Phone: Date: September 25, 2018 Washington, D.C. By: /s/ John R. Harney John R. Harney (SDNY Bar No. JH 3738) O DONOGHUE & O DONOGHUE LLP 5301 Wisconsin Avenue, N.W., Suite 800 Washington, D.C Telephone: (202) Facsimile: (202) jharney@odonoghuelaw.com Attorney for PPNPF _1 9

10 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit A Pg 1 of 2 Exhibit A CBI Services Inc. United Association National Maintenance Agreement

11 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit A Pg 2 of 2 ARTICLE XXIX - DURATION OF AGREEMENT l. This Agreement becomes effective ~10\a \ \), 20 \Li, an<l shall continue in effect unless terminated by no less than ninety (90) days' notice to the other party, in writing or on the NMAPC website at Changes may be made at any time by mutual consent. 2. The parties agree to revisions to this Agreement which are fonnally approved by the National Maintenance Agreements Policy Committee, Inc., and of which they are notified in writing by the Committee. Name of Company Street Address PLA1wFtELP IL City State /p05c/'i Zip Phone Number FAX Number Federal Tax JD N0:,3'-.33t.l/b 11 United Association of Journeymen and Apprentices of the Plumbing & Pipe Fitting Industry of the United States and Canada, AFL-CIO: llj Effective Ja1111nry 1, 2012

12 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 1 of 19 Exhibit B United Association National Specialty Agreement

13 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 2 of 19 UNITED ASSOCIATION NATIONAL SPECIALTY AGREEMENT for the United States of America UNITED ASSOCIATION of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada

14 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 3 of 19 NATIONAL SPECIALTY AGREEMENT TABLE OF CONTENTS PAGE Article I Article II Article III Article IV Article V Article VI Article VII Article VIII Article IX Article X Article XI Article XII Article XIII Recognition...1 Management Rights...2 Union Security...2 Scope of Work...3 Hiring and Transfer of Specialty Workers...4 Wages...6 Benefits and Other Monetary Funds...6 Work Hours...7 Holidays...9 Minimum Pay/Reporting Time and Call-Ins...9 Safety...10 Welding Certification...10 Grievances...10 Article XIV Lockout and Work Stoppage...11 Article XV Savings Clause...12 Article XVI Administrative Procedure...13 Article XVII Duration of Agreement...13 SIGNATURES...14

15 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 4 of 19 UNITED ASSOCIATION NATIONAL SPECIALTY AGREEMENT This AGREEMENT is entered into this day of,, by and between of (hereinafter referred to as the Employer), and the UNITED ASSOCIATION OF JOURNEYMEN AND APPRENTICES OF THE PLUMBING AND PIPE FITTING INDUSTRY OF THE UNITED STATES AND CANADA (hereinafter referred to as the United Association or Union), for the purpose of performing specialty work within the jurisdiction of the United Association as specified in Appendix B. It is understood and agreed that all specialty work performed by the Employer shall be covered by this Agreement subject to the extension procedure set forth in this Agreement. It is also agreed that any other non-specialty work within the recognized jurisdiction of the United Association shall be performed in accordance with applicable United Association local or national agreements. Wherever reference is made in this Agreement to his, he, him, man or men, the term shall be interpreted to mean employee whether male or female. ARTICLE I Recognition 1. The Employer recognizes the Union as the sole and exclusive bargaining representative for employees of the Employer with respect to wages, hours and other conditions of employment, on any and all work covered by this Agreement. 2. It is agreed between the United Association and the Employer that this Agreement is applicable to specialty work, as set forth in Appendix B that is within the recognized jurisdiction of the United Association, and shall be performed in accordance with the terms of this Agreement. 3. The Employer is required to conduct a pre-job conference for each project performed under this Agreement. It is the responsibility of the Employer to notify, in writing, the appropriate local union having jurisdiction, as well as the United Association, of the time and place of the pre-job conference. A pre-job conference outline can be obtained from the United Association General Office. Where work of an emergency nature is being performed, the pre-job requirement will be waived. 4. For short-term (less than 5 working days) or weekend projects or where client notification to the contractor is insufficient to hold a regular pre-job conference, the Employer may contact the Local Union via telephone, FAX and/or other electronic means, regarding manpower requirements and work assignments. For projects of longer duration, the Employer shall convene a pre-job conference, upon sufficient notice so that the local union has an opportunity to participate.

16 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 5 of 19 ARTICLE II Management Rights 5. Subject to the limitations set forth in this Agreement, the Employer shall have the right to plan, direct and control the operation of all his work; hire employees and supervision and determine crew size and the number of employees to safely perform the work; direct the working forces; assign employees and supervision to their jobs; discharge, suspend or discipline, transfer, promote or demote employees and supervision for good cause in line with this Agreement; lay off employees and supervision because of lack of work or for other legitimate reasons without regard to any layoff priority rules; require employees and supervision to observe the Employer s rules and regulations not inconsistent with this Agreement; establish, eliminate, change or introduce new or improved methods, machinery, or quality standards; provided, however, that the Employer will not use these rights for the purpose of discrimination against any employee. ARTICLE III Union Security 6. a. All employees covered by this Agreement as a condition of continued employment shall, commencing on the eighth (8 th ) day following the beginning of such employment or the effective date of this Agreement, whichever is later, acquire and, for the duration of their employment, shall remain members in good standing of the Union. This provision shall not apply in any state where such a requirement for continued employment is prohibited by law. b. In interpreting good standing, an Employer shall not discharge an employee for nonmembership in the Union: (1) if it has reasonable grounds for believing that such membership was not available to the employee on the same terms and conditions generally applicable to other members; or (2) if it has reasonable grounds for believing that membership was denied or terminated for reasons other than the failure of the employee to tender the periodic dues and initiation fee uniformly required as a condition of acquiring or retaining membership. 7. The Business Manager of the local union where the job site is located shall have the right to appoint a qualified journeyman to serve as steward. The Employer shall be notified of such appointment. 8. United Association and Local Union representatives shall have reasonable access to jobs operated within the plant locations subject to Employer and Owner regulations.

17 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 6 of 19 ARTICLE IV Scope of Work 9. This Agreement covers all specialty work specified in Appendix B of this Agreement. The intent of the parties is for the Employer to apply for an extension of this Agreement at each location where specialty work of the type covered by this Agreement is performed by the Employer. It is not intended by the parties that the Employer shall have the right to perform some specialty work pursuant to this Agreement and other specialty work at locations in the United States where the Employer has not requested an extension of this Agreement to the job site. 10. This Agreement covers only specialty work performed by the Employer within the jurisdiction of the United Association as specified in Appendix B. If non-specialty work not covered by Appendix B within the jurisdiction of the United Association is performed by the Employer, such work shall be performed in accordance with the terms and conditions of applicable United Association National or Local Union Agreements, which are adopted by reference by this Agreement. Any dispute concerning the local or national agreements which are applicable pursuant to this Agreement shall be resolved by the United Association. 11. Specialty Work shall include, but not be limited to, pneumatic messenger systems, valve maintenance and repair, high purity piping, low temperature refrigeration systems, machine pipe cutting and beveling, and specialty welding, including automatic welding and machine welding. The specialty work covered by this Agreement for each signatory Employer shall be set forth in Appendix B. 12. In the event a dispute arises as to whether a work operation is specialty work or work not falling within the scope of this Agreement, the matter shall be referred to the United Association for decision. 13. The United Association and the Employer understand that the Employer may choose to perform or directly subcontract any part or parts of the work on his project. All subcontracting of specialty work covered by this Agreement at any tier claimed by the United Association at the site of construction shall be limited to Employers signatory to this or other United Association National or Local Union Agreements. 14. This Agreement shall have application only to the work location for which an extension has been granted by the United Association as set forth in Appendix B. Failure of an Employer to request the extension of this Agreement to a job site or location where specialty work is being performed of the type set forth in Appendix B will result in the work to be performed pursuant to the terms and conditions set forth in the applicable local collective bargaining agreement, which are adopted by reference as part of this Agreement, of the United Association Local Union having territorial jurisdiction where the work is performed. Any dispute concerning the applicable local collective bargaining agreement will be resolved by the United Association. 15. This Agreement shall apply to and cover all work described in Appendix B by the Employer and all its subsidiaries and branch offices in the United States.

18 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 7 of 19 ARTICLE V Hiring and Transfer of Specialty Workers 16. The Union agrees to furnish at all times to the Employer, journeymen and apprentices qualified, and/or certified, to perform the specialty work covered by this Agreement, in a sufficient number as determined by the Employer, as may be necessary to properly execute all specialty work covered by this Agreement. The Employer shall notify the Local Union to refer journeymen and apprentices as required to perform the specialty work covered by this Agreement. 17. In the event the Local Union is unable to supply the requested number of qualified and competent journeymen, the Employer may request the United Association to furnish such additional employees as it requires, and the United Association agrees to notify its local unions of the availability of work in order to satisfy the Employer s manpower needs. 18. If, upon written request, the Local Union or the United Association is unable within fortyeight (48) hours (Saturdays, Sundays and holidays excluded) to supply journeymen and/or apprentices, including journeymen and apprentices with special skills and requirements, the Employer may secure journeymen from any source. 19. If a requirement for journeymen, competent and skilled in the work covered by this Agreement, exists, and such journeymen cannot be obtained under this Article, the Employer shall be permitted to hire and train persons, subject to the provisions of Article III. It is understood that preference for such employment and training shall be given to journeymen with previous experience in the plumbing and pipefitting industry. 20. The Employer agrees to be bound by the hiring provisions of the agreement of the Local Union having jurisdiction that are not inconsistent with the terms of this Agreement. 21. The Employer shall retain the right to reject any applicant referred by the Union and shall determine the competency of all employees. 22. Subject to any conditions set forth in the extension agreement, the Employer may, at its discretion, assign journeymen and supervision to work each job or jobs covered by this Agreement, within the territorial jurisdiction of any local union. Where this is done, they shall be permitted to work without the Employer being required to hire any other employee. However, the Employer is obligated to consider qualified applicants who are available through the Local Union s referral procedure. 23. When an employee is assigned, as set forth above in Paragraph 22, the employee shall work under the following rules: a. When an employee is assigned by the employer to perform work outside his home Local Union, and when the basic hourly rates in the local differ from those of his home Local Union, the higher rate shall apply. b. All of the legally negotiated fringe benefit contributions or deductions shall be paid in accordance with the local labor agreement where the work is being performed to the

19 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 8 of 19 Trustees of the Fringe Benefit Funds where the work is being performed. Arrangements shall be made to reciprocate such payments back to the employee s home local. c. The employee shall be permitted to work without being required to take out a travel card, working permit, or paying an assessment of any kind, unless the employee is scheduled to work in the territory for a period of at least fifteen (15) work days. 24. Selection and employment of apprentices, and the administration of the local apprenticeship systems, shall be governed by the terms and procedure provided in the local agreement of the local union having jurisdiction at the jobsite. 25. The parties to this Agreement recognize the need to provide a drug-free and alcohol-free workplace. Therefore, the Employer shall have the right to implement pre-testing of applicants for employment, for drugs and alcohol. The parties shall comply with any substance abuse program, including testing, mandated by the owner or client as a condition of working on the jobsite or project as long as such programs comply with all applicable state and federal laws or government regulations relating to substance abuse. A copy of any drug or alcohol testing program, applicable to the jobsite, shall be furnished to the local union during the pre-job conference. 26. On nuclear, or other high security facilities, it is agreed that applicants referred to the project under this Article shall be considered probationary employees until such time as they meet the owners security requirements not inconsistent with State and Federal laws. This provision shall not preclude such probationary employees rights under Article XIII relative to any grievance arising under any other article of this Agreement. ARTICLE VI Wages 27. Wage rates shall be those as set forth in the then-current Labor Agreement of the affiliated Local Union where work is to be performed and shall be paid to all employees under the terms of this Agreement. Wages shall be paid weekly by check or other legal tender. Any dispute concerning the applicable Local Agreement shall be decided by the United Association. 28. When an employee is assigned by the Employer to perform work outside his home Local Union, and when the basic hourly rates in the local differ from those of his home Local Union, the higher rate shall apply. 29. Pay day shall be once each week and no later than the fifth working day following the end of the Employer s weekly payroll period. Employees are to be paid, at the option of the Employer, in cash or negotiable payroll check, in person or by first class mail or, with written employee permission, by electronic or automatic direct banking deposit. However, if mailed, Employers will mail such checks no later than the third working day following the end of the Employer s weekly payroll period. When employees are laid off or discharged, they shall be immediately paid all wages due, provided, however, when

20 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 9 of 19 employees are working on weekends or unscheduled overtime, employees who are laid off or discharged shall be paid all wages due, being mailed by U.S. Priority mail within three (3) working days of the last day worked, to the address on record. ARTICLE VII Benefits and Other Monetary Funds 30. Contributions to Welfare Funds, Pension Funds, Apprentice and Journeyman Training Funds, the International Training Fund, and other legally negotiated fringe benefit funds shall be paid in accordance with the Local Labor Agreement where the work is being performed. Any dispute concerning the applicable Local Union Agreement shall be decided by the United Association. 31. The Employer agrees to be bound by all legally constituted trusts which have been established between Local Unions of the United Association and recognized bargaining agents of contractors in the area where the work is being performed. 32. Industry Advancement or Promotion Funds that are not jointly administered by management and labor called for in the Local Labor Agreement may be paid at the discretion of the Employer. 33. If the Employer fails to make contributions to the trust funds called for in the Local Union Agreement where the work is being performed, as set forth in this Article, the Employer shall be liable for all costs of collecting the payments together with attorneys and audit fees, interest at the highest rate permitted by the State where the delinquency occurred, and such late payment fees and liquidated damages as may be assessed by the Trustees. After reasonable notice of a delinquency and the continued failure of an Employer to respond positively, the United Association may legally withhold services notwithstanding the provisions of Article XIV. However, it is understood that such action does not allow the United Association to establish any picket line. ARTICLE VIII Work Hours 34. On single shift operations, eight (8) consecutive hours shall constitute a day s work. The regular work day shall begin at 8:00 a.m. and end at 4:30 p.m., Monday through Friday, with a one-half (1/2) hour unpaid lunch break between the fourth and fifth hour or as mutually agreed by the parties. Since efficiency and economy are of prime concern to the parties, the Employer, at its discretion, may begin the regular day shift at any time between 6:00 a.m. and 9:00 a.m. Once the regular day shift is established, additional changes shall be by mutual consent of the parties. 35. All time worked before and after the established work day of eight (8) hours, Monday through Friday and on Saturdays, shall be paid at one and one-half (1 1/2) times the basic straight time hourly rate. All work commencing with the beginning of the established work

21 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 10 of 19 day on Sundays and/or holidays shall be paid at the rate applicable in the appropriate local agreement, not to exceed double time. 36. When multiple shifts are required, the first shift shall work eight (8) hours at the regular straight-time rate. The second shift shall work seven and one-half (7 1/2) hours and receive the equivalent of eight (8) hours pay at the employee s regular straight-time hourly rate plus $0.25. The third shift shall work seven (7) hours and receive the equivalent of eight (8) hours pay at the employee s regular straight-time hourly rate plus $0.50. A thirty (30) minute lunch period shall be between the fourth and fifth hour or as mutually agreed upon by the Job Superintendent and the Union Representative and shall not be considered as time worked. 37. Time worked in excess of seven and one-half (7 1/2) hours on the second shift and seven (7) hours on the third shift shall be paid at the appropriate overtime rate. In computing overtime pay on shift work, the overtime rate of pay calculation shall be inclusive of shift differentials. 38. By mutual consent of the Employer and the Union, the starting and quitting times of any shift, including day work, may be changed for all or any portion of a particular job, which shall then become the standard work day for the affected employees. 39. Employees shall be at their designated work area prepared to start work at the regular starting time. 40. Local Labor Agreement provisions regarding minimum number of days to establish shifts or shift starts are waived for work under this Agreement. 41. Four Ten Hour Shifts a. The Employer may establish a four (4) day, ten hour shift exclusive of the thirtyminute unpaid lunch period at the straight time wage rate. The starting time shall be between 6:00 AM and 9:00 AM. Forty hours per week shall constitute a week s work Monday through Thursday. In the event a job is down due to weather conditions, holiday or other conditions beyond the control of the Employer, then Friday may, at the option of the Employer, be worked as a make-up day at the straight time wage rate. If Friday is scheduled as a make-up day, a minimum of eight hours will be scheduled and worked, weather permitting. Straight time is not to exceed ten hours a day or forty hours per week. Starting time within the above parameters will be designated by the Employer; the Union will be advised of the starting time. Once the regular day shift is established, additional changes shall be by mutual consent of the parties. b. The Employer may establish two (2) four day, ten hour shifts at the straight time wage rate Monday through Thursday. These shifts are exclusive of the thirty minute lunch period. The day shift shall work 4 days at ten hours for ten hours pay per day. The second shift shall work four days at nine and one-half hours for ten hours pay plus the shift additive of $0.25 per hour. In the event the job is down due to weather conditions, or a holiday or other conditions beyond the control of the Employer, then Friday may, at the option of the Employer, be worked as a make-up day at the straight

22 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 11 of 19 time wage rate. If Friday is scheduled as a make-up day, a minimum of eight (8) hours will be scheduled and worked, weather permitting. Straight time is not to exceed ten hours a day or forty hours per week. c. Employees who inform their Employer on Thursday that they do not wish to work a Friday make-up day will not be penalized. d. When a four (4) day ten hour shift is established, an employee who is referred for employment whose work is scheduled for less than forty (40) hours of work (from the date of hire to date of termination), shall receive overtime pay for all hours worked in excess of eight (8) hours per day. 42. Since it is recognized that the standard work week may not be appropriate or cost effective for some projects, other arrangements for hours of work may be considered. The Employer may establish flexible work schedules, by submitting its request to the United Association for written approval as stipulated in Article XVI. The United Association, in reaching a decision, shall take into consideration the project schedule, manpower requirements, the geographic location of the project, owner s work schedule and other appropriate factors. Such approval will be incorporated as an addendum to this Agreement for that specific project. ARTICLE IX Holidays 43. For purposes of uniformity, the holiday provisions established in the local agreement where work is performed shall be observed. If worked, holidays shall be paid at the rate applicable in the appropriate local agreement not to exceed double time. ARTICLE X Minimum Pay/Reporting Time and Call-Ins 44. An employee who reports for work at the regular starting time, and for whom no work is provided, shall receive pay equivalent to two (2) hours at the applicable hourly rate, provided the employee, at the Employer s discretion, remains available for work. Any employee who reports for work, and for whom work is provided, shall be paid for actual time worked but not less than two (2) hours. It will not be a violation of this Agreement when the Employer considers it necessary to shut down, because of an emergency situation that could endanger the life and safety of an employee. In such cases, employees will be compensated only for the actual time worked. In the case of a situation described above where the Employer requests employees to remain available for work, the employees will be compensated for such time. If a project is shut down because of weather, employees who report for work shall be paid actual time worked but not less than two (2) hours. Procedures for prior notification of work cancellation shall be determined at the pre-job conference. The provisions of this Section are not applicable where the employee voluntarily quits.

23 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 12 of A Call-in, which is defined as the notification to an employee to report for work by whatever means for work outside of the employee s regular shift or on the employee s regularly scheduled day(s) off or holiday, shall be paid in accordance with one of the following methods. a. A Call-in prior to and continuous with an employee s normally scheduled shift shall be paid for, on the basis of hours actually worked prior to the scheduled shift, at the applicable overtime rate. b. When an employee is called in to work on Saturday, Sunday, scheduled day off or holiday, the employee shall be paid not less than four (4) hours at the applicable overtime rate for that day. c. Any Call-in not continuous with the employee s regular work shift will be a minimum of four (4) hours pay at the applicable overtime rate. ARTICLE XI Safety 46. The employees covered by the terms of this Agreement shall at all times while in the employ of the Employer be bound by the safety rules and regulations as established by the Owner, the Employer, or applicable safety laws. ARTICLE XII Welding Certification 47. The Union and the Employer agree to the utilization of the United Association Welder Certification Program (UA WCP) for the pre-qualification of welders working under the terms and conditions of this Agreement. This pre-qualification (welder testing) shall be performed at an authorized UA welder test site. Such testing shall consist of standard UA WCP test procedures (Appendix C) and shall be performed by the welder(s) without compensation. 48. On jobs requiring exotic or specialty welder testing procedures that fall beyond the scope of the standard UA WCP test procedure parameters (Appendix C), welders shall be compensated for the actual time required to take such test(s). ARTICLE XIII Grievances 49. Where a disagreement exists between the Union and the Employer concerning the meaning, interpretation or operation of this Agreement or a disagreement exists between a local union and the Employer concerning the meaning, interpretation or operation of the applicable terms of the local agreement, it shall be resolved in accordance with the

24 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 13 of 19 grievance procedure outlined in this Agreement. All grievances shall be filed within ten (10) calendar days after the occurrence of events giving rise to the grievance. Settlement of grievances may be arrived at in any step of the grievance procedure, which shall be final and binding on the Employer, the United Association and the employees covered by this Agreement. Grievances shall be handled in the following manner: Step 1. On a local basis between the Local Union Steward and the Employer s superintendent on the job site. (If there is no steward on the job site, the grievance can begin at Step 2 of the grievance procedure.) If not resolved within three (3) working days, Step 2. It shall be submitted to the Local Union Business Representative and the Employer. If not resolved within five (5) working days, Step 3. It shall be resolved between the International Union Representative and the Jobsite Supervisor or Labor Relations Manager. If not resolved within ten (10) working days, Step 4. It shall be submitted to the United Association General President on the one hand and the Employer on the other for resolution for a decision. Step 5. Failure of the United Association General President and the Employer to reach a decision within thirty (30) calendar days shall constitute a basis for a submittal of the question by the affected parties to the American Arbitration Association for a binding decision. In such instances, the affected parties to the dispute shall appoint an arbitrator to review the matter and render a binding decision. If the parties are unable to agree upon an arbitrator, the American Arbitration Association shall make the designation. The affected parties to the arbitration shall equally share in the costs. 50. The arbitrator shall only have jurisdiction and authority to interpret, apply or determine compliance with the provisions of this Agreement and shall not have jurisdiction or authority to add to or detract from or alter in any way this Agreement. Any award of the arbitrator shall be final and binding upon the Employer and the Union. ARTICLE XIV Lockout and Work Stoppage 51. The Union will not induce, engage or participate, directly or indirectly, in any strike, picketing, slowdown, stoppage or other curtailment or interference with the Employer s operations, or interfere with the flow of business in or out of places where the Employer is doing business, provided, however, the Union may strike where an Employer fails to pay wages in full and on time or when the Employer has been delinquent in the payment of fringe benefits as set forth in paragraph 33 herein.

25 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 14 of The Union agrees to exert all reasonable efforts, through its International and local representatives, to end any unauthorized interruption of work. Having complied with this obligation, the Union shall not be liable for any unauthorized actions of its Local Unions or members. 53. The Employer will not lock out any of the employees covered by this Agreement. 54. In the event of termination of the Local Agreement and a subsequent work stoppage, the Employer and its employees working under the local collective bargaining agreement shall recognize this work stoppage, except in the performance of specialty work covered by this Agreement. All Employers working employees under conditions of this paragraph shall be bound by the terms of the Local Agreement to the extent it is incorporated into this Agreement on a day-by-day basis that was in effect just prior to the work stoppage, and all employees so worked are to be bound by wages and fringes of the newly-negotiated agreement retroactive to its effective date. 55. The limitation on work stoppages provided for in paragraph 54 shall not apply to the employees of any signatory company to this Agreement who is a member of the current local negotiating committee for a Local Agreement or if said signatory company actively participates in local negotiations for a Local Agreement. However, if agreed to by the United Association in writing, the first sentence of this paragraph may be waived in order to allow a signed Employer Contractor to be a member of the local negotiating committee without being subject to any work stoppage. 56. All questions or disputes pertaining to trade or territorial jurisdiction of a United Association local union or between two or more United Association Local Unions shall be decided by the United Association. There shall be no work stoppage because of jurisdictional disputes. ARTICLE XV Savings Clause 57. Where there is a conflict in meaning, interpretation, or application between this and local agreements, this Agreement shall apply. 58. This Agreement has been written by the parties hereto, to the best of their knowledge and belief in accordance with all existing federal, state and municipal legislation. However, if any article, paragraph or provision of this Agreement is held to be illegal by a court of competent jurisdiction, the Employer and the Union will suspend such part or parts during the period of invalidity and shall substitute, by mutual consent, in its place an article or provision that will be in accord with the intent and purpose of the article or provision in question. All other articles and provisions of this Agreement shall continue to remain in full force and effect for the duration of this Agreement. 59. A national signer of this Agreement is not required to sign any local agreements. If requested, a national signer must subscribe in writing to the local trust agreement.

26 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 15 of 19 ARTICLE XVI Administrative Procedures 60. Extensions of this Agreement shall be on a location-to-location basis and shall be sought for each job site as set forth in Appendix B. Any conditions that are necessary to address special requirements of the job site, including wages, fringes and job classifications, shall be subject to mutual agreement and set forth in writing in Appendix B under Conditions applicable to that particular job site. 61. This Agreement is a stand-alone agreement, and supersedes the provisions of any local agreement and none of the provisions in any local; regional/area or other national collective bargaining agreement shall apply, unless specifically incorporated in this Agreement. ARTICLE XVII Duration of Agreement 62. This Agreement shall be effective from the date that both parties execute the Agreement until the succeeding anniversary date of July 15 and year to year from July 16 unless notice of termination or modification is given in writing by the Employer or by the United Association sixty (60) days prior to each anniversary date of July 16. GO TO SIGNATURE PAGE

27 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 16 of 19 UNITED ASSOCIATION NATIONAL SPECIALTY AGREEMENT Name of Company Street and/or Mailing Address City, State and Zip Telephone (with Area Code) Fax (if applicable) By: Authorized Signature Print Name Print Title United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, AFL-CIO: By: United Association General President Date Date

28 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 17 of 19 ADMINISTRATIVE PROCEDURES NATIONAL SPECIALTY AGREEMENT APPENDIX A This Agreement is 'site specific' and extension requests for this Agreement are on a location-by-location basis and shall be sought for each and every location, where specialty work is to be performed. The agreement and subsequent requests for site extensions are effective on the date the General President signs them. Requests for extensions shall be in writing on Appendix B, UA National Specialty Agreement Site Extension Request Form. Information which MUST BE included is: a) Name of plant owner this is the job site owner (i.e., Ford, General Motors, etc. this is not necessarily who you are working for) b) Name/identity of plant; (i.e., Wilmington Assembly Plant, etc.) c) Location of project, to include CITY, COUNTY and STATE; d) If you are a subcontractor, provide name of prime contractor; e) Local Union having jurisdiction; f) Description of type of work to be performed; g) Approximate starting date; h) Estimate duration of the project i) Estimated manpower needed for each craft or craft specialty. Failure to include all required information, on the proper form, may result in the extension request being delayed and/or denied. Extension requests are to be submitted in a timely manner (approximately 10 working days) to allow sufficient time for processing and return prior to the project starting date. Each site extension request is subject to the requirements noted in 'CONDITIONS', above the General President s signature. If your company has applied for and been granted an extension of this Agreement for a particular plant/job site, said extension approval remains in effect until/unless you are 'off-site' for a six month period. Contractors must require that their subcontractor(s) on a project also have the appropriate National of Local Union Agreements if they are to perform specialty or non-specialty work within the jurisdiction of the United Association.

29 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 18 of 19 APPENDIX B UNITED ASSOCIATION NATIONAL SPECIALTY AGREEMENT SITE EXTENSION REQUEST FORM TO ALL CONTRACTORS: Please a copy of this form for each site extension request for the National Specialty Agreement. Each job site must be on a separate form. Your cooperation is appreciated and will expedite the processing of your request. SEND TO: UNITED ASSOCIATION OF PLUMBERS & PIPEFITTERS Three Park Place, Annapolis, MD Phone: nsaform@uanet.org CLIENT/OWNER: PLANT/STATION: JOB LOCATION: (City/State) STARTING DATE: APPROXIMATE DURATION: REQUEST STATUS: Bidding Project Award UA LOCAL UNION: ON THIS SITE, WILL YOU BE: Prime Contractor Subcontractor If subcontractor, name of Prime Contractor SPECIFY MANPOWER REQUIREMENTS: SPECIFY ANTICIPATED WORK SCHEDULE: Pipefitters Welders Other BRIEF DESCRIPTION OF SPECIALTY WORK TO BE PERFORMED: CONTRACTOR S COMPANY NAME, ADDRESS, PHONE & Company Address Telephone Company Authorized Signature Printed Name and Title Fax Date UNITED ASSOCIATION ACTION: Approved Denied Date: Conditions: Additional Page Attached International Representative William P. Hite, UA General President Local Union (City/State)

30 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit B Pg 19 of 19 UNITED ASSOCIATION WELDER CERTIFICATION PROGRAM APPENDIX C UA Welder Certification Program idealizes the concept that welders qualified under an organization s recognized quality control system are interchangeable between the organization s members, such as the employing manufacturer and contractor. The UA Welder Certification Program provides a UA Certified Welder who has a more complete and reliable record of qualification. Integrity is established by utilizing supervising manufacturers/contractors, qualified welding inspectors, independent auditors and independent testing laboratories; thereby ensuring that UA Certified Welders have been qualified to recognized industry standards. The UA understands and accepts the responsibility for testing the performance of its welder work force. The cooperative efforts by piping industry participants enhance the ability of the UA to carry out this responsibility to qualify and maintain capable Welders for work at any facility. SAMPLING OF UA WELDER CERTIFICATION TEST PROCEDURES WELD TEST PROCESS PIPE COUPON SIZE WALL THICKNESS NOTES UA-1 SMAW 6" Sch " Downhill Welding UA-17 GMAW-S & FCAW 6" XXS.864" GMAW Root with FCAW Fill UA-18A GTAW optional sizes.065" Automatic Orbital Welding UA-21 SMAW 2" XXS.436" Carbon Steel UA-22 GTAW & SMAW 2" XXS.436" Carbon Steel Combo Test UA-31J GTAW 6" Sch " Aluminum Test J Bevel UA-33 GTAW 2" Sch " Nickel Alloy Test UA-41 GTAW 2" Sch " Stainless Steel Test UA-42 GTAW & SMAW 2" XXS.436" Stainless Steel Combo Test UA-44 GTAW 10" Sch " Narrow Groove Test UA-48 GTAW 10" Sch " Remote Video Machine Welding UA-51 Brazing 1 1 / 2 " Tube.060" Manual Torch Brazing UA-63 GTAW & SMAW 2 ¾" O.D..625" Super Coupon Test UA-75 GTAW 6" Sch " Stainless Orbital Machine Welding UA-80 GTAW 6" Sch " Tip-Tig Hot Wire Process UA-91 GTAW & SMAW 2" XXS.436" 9% Chrome Test UA-92 GTAW 2" Sch " Titanium Test PE-3 BCW 6" SDR 11 Plastic Fusion Welding The United Association has developed a large variety of other weld test procedures. These procedures cover a wide range of welding applications. The UA weld test procedures are recognized and accepted by the National Certified Pipe Welding Bureau. For additional information contact the UA Certification Department at extension 4023.

31 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit C Pg 1 of 3 Exhibit C PCI Energy Services, LLC United Association National Specialty Agreement

32 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit C Pg 2 of 3

33 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit C Pg 3 of 3

34 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit D Pg 1 of 3 Exhibit D CB&I Specialty Services, LLC United Association National Specialty Agreement

35 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit D Pg 2 of 3

36 mew Doc Filed 09/25/18 Entered 09/25/18 12:15:54 Exhibit Exhibit D Pg 3 of 3