Pg 1 of 4 Brent C. Strickland (admitted pro hac vice) Whiteford, Taylor & Preston L.L.P. 7501 Wisconsin Avenue, Suite 700w Bethesda, Maryland 20814 Telephone: (410) 347-9402 Email: 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 19801-3700 Telephone: (302) 357-3282 Email: 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 LLC, et al., Case No. 17-10751 (MEW) (Jointly Administered) Debtors. 1 Re: Docket No. 2828 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 16066.
Pg 2 of 4 SUPPLEMENT TO 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 supplement (the Supplement ) to the Limited Objection to the Notice Regarding (i) Executory Contracts and Unexpired Leases, (ii) Proposed Cure Obligations, and (iii) Related Procedures (the Objection ), and respectfully states as follows: RELEVANT BACKGROUND 1. 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 4500265135) at the VC Summer Project (the RCP Contract ). 2. On February 23, 2018, the Debtors filed the Notice Regarding (i) Executory Contracts and Unexpired Leases, (ii) Proposed Cure Obligations, and (iii) Related Procedures [Docket No. 2645] (the Cure Notice ). 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 $2,847,615. 3. On March 14, 2018, EMD filed the Objection, asserting, inter alia, that the Cure Notice fails to provide for all amounts due and owing to EMD under the RCP Contract. In particular, the Objection provides that, in addition to paying the proposed cure amount, the Debtors must pay Invoice No. 25965 in the amount of $226,977 to assume the RCP Contract. Additionally, the Objection notes that the Debtors must also pay demobilization costs of 2
Pg 3 of 4 $392,485, as asserted 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. 1719 and 1973], to assume the RCP Contract. SUPPLEMENT 4. In addition to the amounts asserted as due and owing in the Objection, EMD also asserts an administrative expense claim in the amount of $229,212 for storage of the RCPs for the period of January 1, 2018 through April 30, 2018. To the extent EMD ultimately stores the RCPs past April 30, 2018, EMD will assert an additional administrative expense claim in the amount of $57,303 for every month that the RCP is in EMD s position, plus other costs and expenses. Once the Debtors restart the suspended RCP Contract, EMD will incur remobilization costs and other costs. EMD will assert an additional administrative expense claim in the amount of $306,058 in order to resume manufacturing activity. All of these costs must be paid in order for the Debtors to assume the RCP Contract. RESERVATION OF RIGHTS 5. EMD reserves the right to amend, revise, or supplement the Objection and this Supplement. 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. 3
Pg 4 of 4 Dated: April 12, 2018 Respectfully Submitted, /s/ Brent C. Strickland Brent C. Strickland (admitted pro hac vice) Whiteford, Taylor & Preston L.L.P. 7501 Wisconsin Avenue, Suite 700w Bethesda, Maryland 20814 Telephone: (410) 347-9402 Email: bstrickland@wtplaw.com -and- Stephen B. Gerald (admitted pro hac vice) Whiteford, Taylor & Preston LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Telephone: (302) 353-4144 Email: sgerald@wtplaw.com Attorneys for Curtiss-Wright Electro-Mechanical Corporation 4
17-10751-mew Doc 3067-1 Filed 04/12/18 Entered 04/12/18 16:16:40 Certificate of Service Pg 1 of 2 CERTIFICATE OF SERVICE I, Brent C. Stickland, certify that on this 12 th day of April, 2018, I caused the foregoing Supplement to 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 2280364v1
17-10751-mew Doc 3067-1 Filed 04/12/18 Entered 04/12/18 16:16:40 Certificate of Service Pg 2 of 2 Michael T. Sweeney Westinghouse Electric Company LLC 100 Westinghouse Drive Cranberry Township, PA 16066 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 10119 Paul Aronzon, Esq. Thomas R. Kreller, Esq. Milbank, Tweed, Hadley & McCloy LLP 2029 Century Park East, 33 rd Floor Los Angeles, CA 90067 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 10153 Van C Durrer II, Esq. Annie Li, Esq. Skadden Arps Slate Meagher & Flom LLP 300 South Grand Ave Suite 3400 Los Angeles, CA 90071 Martin J. Bienenstock, Esq. Timothy Q. Karcher, Esq. Vincent Indelicato, Esq. Proskauer Rose LLP Eleven Times Square New York, NY 10036 Jeffrey D Saferstein, Esq. Paul Weiss Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Matthew Feldman, Esq. John L. Longmire, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10119 Fredric Sosnick, Esq. Ned S. Schodek, Esq. Shearman & Sterling LLP 599 Lexington Ave New York, NY 10022 Alan Kornberg, Esq. Kyle Kimpler, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Paul Schwartzberg, Esq. United States Trustee U.S. Federal Office Building 201 Varick Street Room 1006 New York, NY 10014 2280364v1