mew Doc 2823 Filed 03/13/18 Entered 03/13/18 15:59:56 Main Document Pg 1 of 6

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1 Pg 1 of 6 Marshall C. Turner 1900 Carondelet Plaza, Suite 600 St. Louis, MO Telephone: Facsimile: marshall.turner@huschblackwell.com John J. Cruciani 4801 Main Street, Suite 1000 Kansas City, Missouri Phone: (816) Fax: (816) john.cruciani@huschblackwell.com Attorneys for Emerson Process Management Power & Water Solutions, Inc. Emerson Process Management, LLLP and Emerson Process Management Distribution Limited Abu Dhabi Attorneys for Emerson Process Management Power & Water Solutions, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No (MEW) : Debtors. 1 : (Jointly Administered) 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 (2348), 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).

2 Pg 2 of 6 LIMITED OBJECTION OF EMERSON PROCESS MANAGEMENT POWER & WATER SOLUTIONS, INC., EMERSON PROCESS MANAGEMENT, LLLP AND EMERSON PROCESS MANAGEMENT DISTRIBUTION LIMITED ABU DHABI TO THE NOTICE REGARDING (I) EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (II) PROPOSED CURE OBLIGATIONS, AND (III) RELATED PROCEDURES COME NOW Emerson Process Management Power & Water Solutions, Inc. ( PWS ), Emerson Process Management, LLLP ( LLLP ), Emerson Process Management Distribution Limited Abu Dhabi ( EPM-Abu Dhabi ) (collectively the Emerson Entities ), by and through counsel, and for its Limited Objection to the Notice Regarding (I) Executory Contracts and Unexpired Leases, (II) Proposed Cure Obligations, and (III) Related Procedures [Doc. No. 2645] (the Notice ), state and allege as follows: 1. On March 29, 2017 (the Petition Date ), the above-captioned debtors (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 (the Court ). 2. On September 1, 2017, the Emerson Entities filed the following proofs of claim, each of which are hereby incorporated herein by reference: a. Claim 2963 of EPM-Abu Dhabi in the amount of $96,920.00; b. Claim 3039 of LLLP in the amount of $293,069.49; and c. Claim 3048 of PWS in the amount of $767, On January 29, 2018, Debtors filed their Joint Chapter 11 Plan of Reorganization (including all exhibits thereto and as amended, modified, or supplemented from time to the Plan ) [Docket Nos. 2325, 2593, 2622] and their Disclosure Statement for Joint Chapter 11 Plan of Reorganization [Docket Nos. 2326, 2594, 2623].. 2

3 Pg 3 of 6 4. On February 22, 2018, the Court entered its Order Approving (A) Proposed Disclosure Statement, (B) Solicitation and Voting Procedures, (C) Notice and Objection Procedures for Confirmation of Debtors Plan and Other Relief, (D) Procedures for Assumption and Assignment of Contracts, and (E) the Form of 363 Sale Notice as Alternative Relief [Docket No. 2632] approving the Plan for solicitation. 5. On February 23, 2018, Debtors filed their Notice Regarding (I) Executory Contracts and Unexpired Leases, (II) Proposed Cure Obligations, and (III) Related Procedures ( Notice ) [Docket No. 2645]. 6. The Emerson Entities are listed in the Notice as counterparties whose contracts are proposed to be assumed. As noted above in paragraph 2, separate proofs of claim were filed for each of these three Emerson Entities. 7. The Emerson Entities hereby lodge this Limited Objection for the reasons that the stated cure amounts in the Notice are incorrect. 2 The EPM-Abu Dhabi Cure Amount 8. The EPM-Abu Dhabi cure amount is scheduled in the Notice at $39,406 (See Notice, Exhibit A, line 1688). The EPM-Abu Dhabi proof of claim amount of $96, constitutes the cure amount, which is comprised of an invoice for $57,494 and a balance due of $39,426 on a second invoice of $44,574. A total of $5,148 was paid prepetition on that invoice, resulting in a balance due of $39,426. Thus, the total cure amount for EPM-Abu Dhabi is $96,960 (i.e. $57,494 + $39,426). 2 Counsel for the Debtors agreed to grant the Emerson Entities a short extension of the objection deadline for the Notice to through and including March 14, On March 9, 2018, counsel for the Emerson Entities submitted to Debtors counsel supporting information related to the cure amounts at issue. The parties have had communications regarding the cure amounts. Counsel for the Emerson Entities files this instant Limited Objection in an abundance of caution while these communications remain on-going. 3

4 Pg 4 of 6 The LLLP Cure Amount 9. The LLLP cure amount is scheduled in the Notice at $0.00 (See Notice, Exhibit A, line 1915). The actual cure amount is $1, , subject to a related claim discussed in the PWS section of this Limited Objection below. The LLLP Cure Amount 10. The PWS cure amount is scheduled in the Notice at $0 (See Notice, Exhibit A, line 1689). The cure amount for line 1689 is comprised of the following two components: a. $55,995.26, which is an amount due PWS under that certain contract commonly referred to as the Alliance Agreement and is reflected in the PWS proof of claim. See, PWS proof of claim, page 4 (the $55, is comprised of the $24, and the $31, amounts reflected in the PWS proof of claim); and b. Invoice of the LLLP proof of claim in the amount of $146, under the Alliance Agreement. Invoice correlates to Notice, Exhibit A, line 1689 of the Notice such that it is also a portion of the cure amount for line As such, the total cure amount related to See Notice, Exhibit A, line 1689 under the Alliance Agreement is $202, (i.e. $146, $55,995.26). 12. The balance of the Emerson Process Management cure amounts set forth on the Notice at $0.00 (See Notice, Exhibit A, lines ) is correct. 3 See, The attachment to the LLLP proof of claim with respect to Invoice No (see LLLP proof of claim, page 4). 4

5 Pg 5 of 6 Conclusion 13. For the reasons set forth herein, the Emerson Entities respectfully request that their Limited Objection be sustained and that the cure amounts set forth herein be established as the cure amounts with respect to the Notice. 14. The Emerson Entities reserve the right to supplement, modify and/or amend this Limited Objection. WHEREFORE, Emerson Process Management Power & Water Solutions, Inc., Emerson Process Management, LLLP, Emerson Process Management Distribution Limited Abu Dhabi, respectfully request that Exhibit A to the Notice be updated and revised to the cure amounts set forth herein, together with such other relief as is just and proper. Dated: March 13, 2018 By: /s/ Marshall C. Turner Marshall C. Turner 1900 Carondelet Plaza, Suite 600 St. Louis, MO Phone: Fax: marshall.turner@huschblackwell.com AND John J. Cruciani 4801 Main Street, Suite 1000 Kansas City, Missouri Phone: (816) Fax: (816) john.cruciani@huschblackwell.com Attorneys for Emerson Process Management Power & Water Solutions, Inc. Emerson Process Management, LLLP and Emerson Process Management Distribution Limited Abu Dhabi 5

6 Pg 6 of 6 CERTIFICATE OF SERVICE This is to certify that on this 13 th day of March, 2018, a true and correct copy of the foregoing was served via the electronic case filing system upon the parties listed below and all parties requesting electronic notice of all filings: Attn: Michael T. Sweeney Westinghouse Electric Company LLC 1000 Westinghouse Drive Cranberry Township, PA Attn: Albert Togut, Kyle J. Ortiz, Patrick Marecki, Charles Persons Togut, Segal & Segal One Penn Plaza, Suite 3335 New York, NY Attn: Paul Aronzon and Thomas R. Kreller Milbank, Tweed, Hadley & McCloy LLP 2029 Century Park East, 33rd Floor Los Angeles, CA Attn: Jeffrey D. Saferstein Paul, Weiss Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY Attn: Matthew Feldman and John Longmire Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY Attn: Gary T. Holtzer, Robert J. Lemons, Garrett A. Fail, David N. Griffiths Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY Attn: Van C. Durrer II and Annie Z. Li Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA Attn: Martin J. Bienenstock, Timothy Q. Karcher, Vincent Indelicato Proskauer Rose LLP Eleven Times Square New York, NY Attn: Fredric Sosnick and Ned S. Schodek Shearman & Sterling LLP 599 Lexington Avenue New York, NY Attn: Alan Kornberg and Kyle Kimpler Paul, Weiss Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY Attn: Paul Schwartzberg The United States Trustee for Region 2, 201 Varick Street, Suite 1006 New York, NY /s/ Marshall C. Turner Marshall C. Turner 6