Pg 1 of 7 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No. 17-10751 (MEW) LLC, et al., Debtors. 1 (Jointly Administered) ------------------------------------------------------------ x NOTICE OF ASSUMPTION AND PARTIAL WITHDRAWAL OF OMNIBUS MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) AND 105(a) FOR ENTRY OF ORDER AUTHORIZING DEBTORS TO (I) ENTER INTO SERVICES AGREEMENT WITH VOGTLE OWNERS, (II) ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS TO VOGTLE OWNERS, (III) ASSUME AND AMEND CERTAIN EXECUTORY CONTRACTS, AND (IV) REJECT THE VOGTLE EPC CONTRACT 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), Stone & Webster, Inc. d/b/a 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 Drive, Cranberry Township, Pennsylvania 16066. WEIL\96662480\2\80768.0017
Pg 2 of 7 WHEREAS, on June 23, 2017, Westinghouse Electric Company LLC ( WEC ) and certain debtor affiliates (the Debtors ) filed the Motion of Debtors Pursuant to 11 U.S.C. 363(b), 365(a) and 105(a) for Authority to (I) Enter into Services Agreement with Vogtle Owners, (II) Assume and Assign Certain Executory Contracts to Vogtle Owners, (III) Assume and Amend Certain Executory Contracts, and (IV) Reject the Vogtle EPC Contract [ECF No. 769] (the Motion ). Pursuant to the Motion, the Debtors sought to, among other things (i) assume and assign to Georgia Power Company ( GPC, and together with the other joint owners, the Vogtle Owners ) the executory contracts related to that certain Engineering, Procurement and Construction Agreement, dated as of April 8, 2008 (as amended from time to time, the Vogtle EPC ) by and among WEC, WECTEC, and the Vogtle Owners, listed on Exhibit C annexed thereto (the Assigned Contracts ), and (ii) assume the executory contracts related to the Vogtle EPC listed on Exhibit D annexed thereto (the Assumed Contracts ). Limited objections to the Motion were filed that focused exclusively on the proposed assumption and/or assignment of particular executory contracts. WHEREAS, on July 20, 2017, the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) entered an Order Pursuant to 11 U.S.C. 363(b), 365(a), and 105(a) Authorizing Debtors to (I) Enter Into Services Agreement with Vogtle Owners, (II) Assume and Assign Certain Executory Contracts to Vogtle Owners, (III) Assume and Amend Certain Executory Contracts, and (IV) Reject the Vogtle EPC Contract [ECF No. 954] (the Order ). The Order granted the relief sought in the Motion with respect to the assumption and/or assignment of certain executory contracts that were not subject to a pending objection. Objections relating solely to the assumption of specific Assumed Contracts or the assumption and assignment of specific Assigned Contracts remained outstanding and were adjourned. As of the date hereof, certain of the Assumed Contracts and Assigned Contracts that the Debtors sought to assume and/or assign pursuant to the Motion have not been assumed and/or WEIL\96662480\2\80768.0017 2
Pg 3 of 7 assigned by the Debtors because (i) such contracts remain the subject of a pending objection, or (ii) such contracts are Assumed Contracts and the Debtors have not received the contract counterparties consent to amend such contracts. On March 28, 2018, the Bankruptcy Court entered its Findings of Fact, Conclusions of Law, and Order Confirming Modified Second Amended Joint Plan of Reorganization [ECF No. 2988]. PLEASE TAKE NOTICE THAT the Debtors no longer desire to seek the assumption of the executory contracts listed on Exhibit 1 annexed hereto pursuant to the Motion. Accordingly, with the consent of the Vogtle Owners, the Debtors hereby withdraw the Motion with respect to the contracts listed on Exhibit 1 hereto. PLEASE TAKE FURTHER NOTICE THAT the Debtors desire to assume the executory contracts listed on Exhibit 2 annexed hereto notwithstanding the fact the Debtors and GPC have not executed an amendment with the applicable counterparty. Accordingly, as authorized by paragraph 10 of the Order, the Debtors hereby give notice of the assumption of the contracts listed on Exhibit 2 hereto. Dated July 31, 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 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 Attorneys for Debtors and Debtors in Possession WEIL\96662480\2\80768.0017 3
Pg 4 of 7 Exhibit 1 Withdrawn Contracts
Pg 5 of 7 Westinghouse Electric Company LLC Line # AP Contract ID Contract ID / PO Number Contract ID 2 / SAP PO Number Debtor Counterparty Contract Description 26 13524 WSPM003991 WECTEC Global Project Services Inc ATLAS COPCO COMPRESSORS LLC As built documentation package 27 13523 WSPM003388 WECTEC Global Project Services Inc ATLAS COPCO COMPRESSORS LLC As built documentation package 63 13295 WSPM004574 WECTEC Global Project Services Inc CB&I LAURENS INC Increase in PO Value 64 13296 WSPM004587 WECTEC Global Project Services Inc CB&I LAURENS INC Miscellaneous Debits required 65 13293 WSPM004529 WECTEC Global Project Services Inc CB&I LAURENS INC Re fabricate spool SV3 DWS PL 66 573668 132175 C601.04 WSPM010233 Stone & Webster Construction Inc CB&I LAURENS INC Fabrication of R365 Module 67 13294 WSPM004530 WECTEC Global Project Services Inc CB&I LAURENS INC Transferring funds from 1321 68 13298 WSPM004598 WECTEC Global Project Services Inc CB&I LAURENS INC Piping Fabrication 69 13297 WSPM004597 WECTEC Global Project Services Inc CB&I LAURENS INC Funds added remaining lines 70 13302 WSPM004908 WECTEC Global Project Services Inc CB&I LAURENS INC Accounting Adjustmen 71 13303 WSPM004909 WECTEC Global Project Services Inc CB&I LAURENS INC C601.03 010 I17211471 Pipe Fabricati 72 13286 WSPM003764 WECTEC Global Project Services Inc CB&I LAURENS INC DDP Jobsite 73 13304 WSPM004910 WECTEC Global Project Services Inc CB&I LAURENS INC C601.08 001 I16871187 ASME III Pipin 74 573696 132176 C607.01 00 WSPM010144 Stone & Webster Construction Inc CB&I LAURENS INC Pipe Spools 75 13305 WSPM004911 WECTEC Global Project Services Inc CB&I LAURENS INC Escalation & other GPA Cost 76 13281 WSPM002188 WECTEC Global Project Services Inc CB&I LAURENS INC Debit 77 13280 WSPM002187 WECTEC Global Project Services Inc CB&I LAURENS INC C125.01 00 001 I15965177 Fabricated 78 13290 WSPM004370 WECTEC Global Project Services Inc CB&I LAURENS INC Credit Line for multiple invoices 79 573714 J132176 C121.01 WSPM010143 Stone & Webster Construction Inc CB&I LAURENS INC Carbon Steel Pipe 80 13291 WSPM004376 WECTEC Global Project Services Inc CB&I LAURENS INC Debit Line for Multiple Invoice 81 575456 WVG3000605 WECTEC Global Project Services Inc CB&I LAURENS INC DELIVERY MILESTONES 972280 OP TRANS
Pg 6 of 7 Exhibit 2 Assumed Contracts
Pg 7 of 7 Westinghouse Electric Company LLC Line # AP Contract ID Contract ID / PO Number Debtor Counterparty Contract Description 3 575396 4500458067 Westinghouse Electric Company LLC ABB INC Neutral Grounding Transformer 6 9604 4500379569 Westinghouse Electric Company LLC ALFA LAVAL ME3B Vogtle vacuum re rate 239 575367 4500331052 Westinghouse Electric Company LLC GARDNER DENVER INC Liquid Ring Vacuum Pumps (WLS Degasifier Vacuum Pumps) 277 4089 4500328271 Westinghouse Electric Company LLC HAYWARD TYLER PUMP CO First Pump Test Charges 283 17968 4500365480 Westinghouse Electric Company LLC HYUNDAI HEAVY INDUSTRIES SPARE PARTS FOR START UP & COMMISSIONING 434 18634 4500409603 Westinghouse Electric Company LLC SENIOR FLEXONICS PATHWAYS SV3 Pen,Bellows Exp Joint,SGS,P25 438 16056 4500347757 Westinghouse Electric Company LLC SENTRY EQUIPMENT CORP One Time Engineering & Testing Cost 439 16060 4500404005 Westinghouse Electric Company LLC SENTRY EQUIPMENT CORP CHANGE NOTICE ITEMS WITH QUALITY 440 16058 4500378131 Westinghouse Electric Company LLC SENTRY EQUIPMENT CORP Change Notice 1 RDL Updates 444 12679 4500412943 Westinghouse Electric Company LLC SIEMPELKAMP NUCLEAR SERVICES Support,Recombiner,H2,Passive, Autocat