motion for allowance of administrative expense claim

Hearing Date: September 25, 2018 at 11:00 a.m. EST

Objection Deadline: September 18, 2018 at 4:00 p.m. EST

Elise S. Frejka

FREJKA PLLC

420 Lexington Avenue – Suite 310

New York, New York 10022

Telephone: (212) 641-0800

Facsimile: (212) 641-0820

Attorneys for Hydratight Operations, Inc.

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

-------------------------------------------------------------------- X

In re: : Chapter 11

:

WESTINGHOUSE ELECTRIC : Case No. 17-10751 (MEW)

COMPANY, LLC, et al.,1 :

: (Jointly Administered)

Debtors. :

:

-------------------------------------------------------------------- X

NOTICE OF MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT

OF ADMINISTRATIVE EXPENSE FOR OF HYDRATIGHT OPERATIONS INC.

PLEASE TAKE NOTICE that on August 30, 2018, Hydratight Operations, Inc.

(“HOI”), by and through its undersigned counsel, filed HOI’s Motion for Allowance and

Immediate Payment of Administrative Expense (the “Motion”). A hearing on the Motion will be

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtors’ 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 Drive, Cranberry Township, Pennsylvania 16066.

17-10751-mew Doc 3820 Filed 08/31/18 Entered 08/31/18 10:31:21 Main Document Pg 1 of 91

¨1¤g'S2(? %\«

1710751180831000000000005

Docket #3820 Date Filed: 08/31/2018

2

held before the Honorable Michael E. Wiles, United States Bankruptcy Judge, in Room 617 of

the United States Bankruptcy Court for the Southern District of New York, One Bowling Green,

New York, New York 10004 (the “Bankruptcy Court”), on September 25, 2018 at 11:00 a.m.

(EST), or as soon thereafter as counsel may be heard.

PLEASE TAKE FURTHER NOTICE that any responses or objections (collectively

the “Objections”) to the Motion and the relief requested must be in writing, shall conform to the

Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of

New York, and the Order Pursuant to 11 U.S.C. § 105(a) and Fed R. Bankr. P. 1015(c), 2002(m),

and 9001 Implementing Certain Notice and Case Management Procedures [Docket No. 101],

and shall be filed with the Bankruptcy Court (a) by attorneys practicing in the Bankruptcy Court,

including attorneys admitted pro hac vice, electronically in accordance with the General Order

M-399 (which can be found at www.nysb.uscourts.gov), and (b) by all other parties in interest on

CD-ROM, in text searchable portable document format (PDF) (with a hard copy delivered

directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and

General Order M-399 so as to be received no later than September 18, 2018 at 4:00 p.m. (EST)

(the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served

with respect to the Motion, the relief requested in the Motion may be granted without a hearing.

Dated: New York, New York

August 30, 2018

/s/ Elise S. Frejka

Elise S. Frejka

FREJKA PLLC



Telephone: (212) 641-0800



1

Hearing Date: September 25, 2018 at 11:00 a.m. EST

Objection Deadline: September 18, 2018 at 4:00 p.m. EST

Elise S. Frejka

FREJKA PLLC



Telephone: (212) 641-0800

Facsimile: (212) 641-0820




-------------------------------------------------------------------- X

In re: : Chapter 11

:




Debtors. :

:

-------------------------------------------------------------------- X

MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT

OF ADMINISTRATIVE EXPENSE CLAIM OF HYDRATIGHT OPERATIONS, INC.

Hydratight Operations, Inc. (“HOI”), by and through its undersigned counsel, hereby

moves this Court for an Order allowing its claim for immediate payment of unpaid, post-petition

administrative expenses in the amount of $129,033.42 pursuant to sections 503(a) and (b) of title












Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology


2

11 of the United States Code (the “Bankruptcy Code”), and compelling Westinghouse Electric

Company LLC to immediately pay the same. In support of this Motion, HOI respectfully alleges

and states as follows:

JURISDICTION AND VENUE

1. On March 29, 2017 (the “Petition Date”), Westinghouse Electric Company LLC

(“Westinghouse”), WEC Carolina Energy Solutions, LLC (“WEC”), and their affiliated debtors

and debtors-in-possession (collectively, the “Debtors”) commenced their respective cases under

Chapter 11 of the Bankruptcy Code. During their Chapter 11 cases, the Debtors operated their

businesses and managed their properties as debtors-in-possession pursuant to Sections 1107(a)

and 1108 of the Bankruptcy Code. Accordingly, the United States Bankruptcy Court for the

Southern District of New York (the "Bankruptcy Court") has jurisdiction over this matter

pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the

United States District Court for the Southern District of New York, dated January 31, 2012.

2. Venue is proper in the District pursuant to 28 U.S.C. §§ 1408 and 1409.

3. This matter is a core proceeding pursuant to 28 U.S.C. §§ 157(b)(2)(A)-(B) and

(O).

FACTUAL BACKGROUND

4. HOI is a New Jersey Corporation that provides equipment, services and

professional personnel in support of engineering and/or field services in relation to the nuclear

utility market.

5. Both before and after the Petition Date, HOI provided goods and services to the

Debtors related to the Debtors’ mechanic services and equipment maintenance and in the

ordinary course of business. The agreement for services was codified by a Master Services

LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors’ principal offices are


3

Agreement (“MSA”) dated January 1, 2017 by and between HOI and the Debtors. Attached

hereto as Exhibit A is a true and correct copy of the MSA.

6. On August 24, 2017, HOI filed a proof of claim for pre-petition goods, services

and equipment rentals provided to the Debtors which was amended on January 3, 2018 [Claim

No. 3451]. HOI’s claim totaled $1,238,953.95.

7. On March 29, 2017, the Debtors filed a motion seeking the Court’s authorization

to pay their Critical Vendor Claimants and Prepetition obligations (“Motion for Interim Order”)

[Docket No. 8]. The Debtors identified third parties who provide maintenance, calibration,

stamping, refurbishment and mechanic services as part of their Critical Vendors. See Motion for

Interim Order, paragraph 47.

8. On March 30, 2017, this Court entered an Interim Order authorizing the Debtors

to make payments to their Critical Vendors and Pre-Petition Obligations as to maintain their

businesses, as well as, to ensure the safety of their operations [Docket No. 71]. Attached hereto

as Exhibit B is a true and correct copy of the Interim Order.

9. As identified in the MSA, HOI provides machining services and goods to the

Debtors including: (a) personnel training; (b) technical and safety support; (c) equipment setup,

testing and modifications; and (d) equipment/goods. Accordingly and based on the Interim

Order, the services and goods HOI provided to the Debtors were critical and necessary to their

operations.

10. Since the Petition Date, HOI has provided goods and services to the Debtors in

reliance on the Interim Order and in the ordinary course of business.

11. The Debtors failed to pay HOI for the majority of those goods and services

provided post-petition in the total amount of $129,033.42. Collectively attached hereto as

located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.


4

Exhibit C are the post-petition invoices that make up the administrative expense claim (the

“Post-Petition Invoices”).

12. The Post-Petition Invoices for unpaid amounts and expenses incurred by HOI and

related to its services are as follows:

Purchase

Order

Invoice

Number Invoice Date

Outstanding

Amount

9300288332 N/A N/A $30,356.50

4500748097 5100019172 7/24/2018 $17,967.84

4500748097 5100019230 7/30/2018 $9,986.16

4500751382 5100019229 7/31/2018 $29,067.60

4500751382 5100019328 8/15/2018 $9,986.16

4500748097 5100019348 8/17/2018 $7,881.68

4500747319 5100019416 8/4/2018 $12,072.48

4500747338 515060955 7/24/2018 $11,715.00

TOTAL: $129,033.42

RELIEF REQUESTED

13. Based on the aforementioned, HOI respectfully requests entry of an Order: (i)

allowing the Post-Petition Administrative Claim in the total amount of $129,033.42 as an

administrative expense claim against the Debtors’ bankruptcy estate pursuant to sections 503(a)

and (b)(1)(A) of the Bankruptcy Code; and (ii) directing the Debtors to immediately pay the

Post-Petition Administrative Claim.

BASIS FOR RELIEF

14. Section 503(b)(1)(A) of the Bankruptcy Code provides that “[a]fter notice and a

hearing, there shall be allowed administrative expense…including – (1)(A) the actual, necessary

costs and expense of preserving the estate….” 11 U.S.C. § 503(b)(1)(A).

15. HOI is entitled to a claim for administrative expense for the actual costs and value

of the goods that it provided to the Debtors post-petition which totaled $129,033.42 and as


5

reflected in the Post-Petition Invoices.

16. The fair value of the goods is reflected by the agreed upon contract price as stated

in the Post-Petition Invoices.

17. The goods provided to the Debtors by HOI were necessary to continue the

Debtors’ businesses during the course of the Chapter 11 proceeding and were necessary to

preserve the Debtors’ estate as the Debtors had already identify the goods as essential to their

operations.

RESERVATION OF RIGHTS

HOI hereby expressly reserves all of its rights, claims, counterclaims, defenses and

remedies under the Bankruptcy Code, its MSA with the Debtors and the other applicable law.

HOI additionally reserves the right to assert additional claims against the Debtors of any nature

for any amounts and to amend, modify and/or supplement this Motion.

WHEREFORE, HOI respectfully requests that the Court enter an Order, substantially in

the form annexed hereto as Exhibit D, pursuant to section 503 of the Bankruptcy Code: (a)

allowing HOI an administrative expense claim pursuant to in the amount of $129,033.42; (b)

directing the Debtors to immediately make payment to HOI on account of its administrative

expense claim; and (c) granting such other relief as is just and proper.

Dated: New York, New York

August 30, 2018

/s/ Elise S. Frejka

Elise S. Frejka

FREJKA PLLC



Telephone: (212) 641-0800



IN RE: WESTINGHOUSE ELECTRIC COMPANY LLC (CASE NO. 17-10751-MEW)

EXHIBIT A



EXHIBIT B


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) : Debtors.1 : (Jointly Administered) --------------------------------------------------------x

INTERIM ORDER PURSUANT TO 11 U.S.C. §§ 105(a),

363(b), AND 503(b)(9) FOR AUTHORIZATION (I) TO PAY PREPETITION OBLIGATIONS TO

CRITICAL VENDORS, SHIPPERS, WAREHOUSEMEN, OTHER LIEN CLAIMANTS, AND FOREIGN CREDITORS, (II) CONFIRMING

ADMINISTRATIVE STATUS FOR CERTAIN GOODS DELIVERED AND SERVICES PROVIDED POSTPETITION, AND (III) AUTHORIZING FINANCIAL

INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

Upon the motion (the “Motion”),2 dated March 29, 2017, of Westinghouse Electric

Company LLC and its debtor affiliates, as debtors and debtors in possession in the above-captioned

chapter 11 cases (collectively, the “Debtors”), pursuant to sections 105(a), 363(b), and 503(b)(9)

of the Bankruptcy Code, for an interim order (the “Interim Order”) (i) authorizing payment of

certain prepetition claims of Critical Vendors; (ii) authorizing payment of prepetition charges to

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 Drive, Cranberry Township, Pennsylvania 16066. 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Motion.



2

Lien Claimants; (iii) authorizing payment of the prepetition claims of certain Foreign Creditors;

(iv) confirming administrative priority status of Prepetition Purchase Orders and authorizing the

Debtors to pay such obligations in the ordinary course of business; (v) authorizing financial

institutions to pay, honor, and process related checks and transfers; and (vi) granting related relief;

all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion

and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended

Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of

the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and

venue being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper

notice of the Motion having been provided to the Notice Parties; and such notice having been

adequate and appropriate under the circumstances, and it appearing that no other or further notice

need be provided; and the Court having reviewed the Motion; and the Court having held a hearing

to consider the relief requested in the Motion on an interim basis (the “Hearing”); and upon the

Donahue Declaration, filed contemporaneously with the Motion, and the record of the Hearing;

and the Court having determined that the legal and factual bases set forth in the Motion establish

just cause for the relief granted herein; and it appearing that the relief requested in the Motion is

necessary to avoid immediate and irreparable harm to the Debtors and their estates as contemplated

by Bankruptcy Rule 6003, and is in the best interests of the Debtors, their estates, creditors, and



3

all parties in interest; and upon all of the proceedings had before the Court and after due

deliberation and sufficient cause appearing therefor, it is

ORDERED that the Motion is granted on an interim basis to the extent set forth

herein; and it is further

ORDERED that the Debtors are authorized, but not directed, pursuant to sections

105(a), 363(b), and 503(b)(9) of the Bankruptcy Code, in the reasonable exercise of their business

judgment, to pay Critical Vendor Claims upon such terms and in the manner provided in this

Interim Order and the Motion if (i) such claims are afforded priority under section 503(b)(9) of the

Bankruptcy Code; (ii) the Debtors determine that the failure to make such payment creates an

immediate risk of (a) causing an environmental hazard or posing significant risk to the

environment, (b) posing a threat to health and public safety, or (c) compromising the Company’s

customers’ ability to provide power to the electrical grid; or (iii) the Debtors determine that in the

absence of making such payment, the Debtors would suffer a loss of value in excess of such

payment amount and the Debtors determine that there is a risk of immediate loss of value if they

do not make such payment; provided that prior to a final hearing to consider the relief requested

in the Motion (the “Final Hearing”) the amount paid with respect to Critical Vendor Claims shall

not exceed the aggregate amount of $58.9 million; and it is further



judgment, to make payments to Lien Claimants, including, without limitation, Shippers,

Warehousemen, Equipment Manufacturers, Tool Makers, and Other Lien Claimants upon such

terms and in the manner provided in this Interim Order and in the Motion; provided that prior to



4

the Final Hearing the amount paid with respect to prepetition claims of Lien Claimants shall not

exceed the aggregate amount of $16.8 million; and it is further



judgment, to pay some or all of the Foreign Claims upon such terms and in the manner provided

in this Interim Order and the Motion; provided that prior to the Final Hearing the amount paid with

respect to Foreign Claims shall not exceed the aggregate amount of $14.7 million; provided,

further, that the Debtors may only pay a Foreign Claim to a Foreign Creditor if either (i) such

Foreign Claim is afforded priority under section 503(b)(9) of the Bankruptcy Code or (ii) the

Debtors determine that in the absence of making such payment, the Debtors would suffer a loss of

value in excess of such payment amount and the Debtors determine that there is a risk of immediate

loss of value if they do not make such payment; provided, further, however, that the Debtors are

not authorized, and shall not pay directly or indirectly, any Foreign Claims or Foreign Creditors

of any non-Debtor affiliates; and it is further

ORDERED that, notwithstanding anything to the contrary contained herein, any

payment to be made or relief or authorization granted hereunder shall be not be inconsistent with,

and shall be subject to, the requirements imposed on the Debtors under the DIP Orders, the budget

approved thereunder (the “Budget”), and the loan and security documents evidencing the DIP

Facility (the “DIP Loan Documents”); and it is further

ORDERED that to the extent there is any conflict between this Order and the DIP

Orders, the DIP Loan Documents, or the Budget, the terms of the DIP Order, DIP Loan

Documents, or the Budget, as applicable, shall govern; and it is further



5

ORDERED that the Debtors are authorized to enter into Vendor Agreements when

the Debtors determine, in the exercise of their reasonable business judgment, that it is appropriate

to do so; provided that the Debtors’ inability to enter into a Vendor Agreement shall not preclude

them from paying a Vendor Claim when, in the exercise of their reasonable business judgment,

such payment is necessary to the Debtors’ reorganization; and it is further

ORDERED that the Debtors may, in their discretion, declare that a Vendor

Agreement with a Vendor Claimant has terminated on the date the Debtors deliver notice, as the

case may be, that such Vendor Claimant has not complied with the terms and provisions of such

Vendor Agreement; provided that the Vendor Agreement may be reinstated if:

i. Such determination is subsequently reversed by the Court for good cause shown that the determination was materially incorrect after notice and a hearing following a motion from the Vendor Claimant;

ii. The underlying default under the Vendor Agreement was fully cured by

the Vendor Claimant not later than five (5) business days after the date when the initial default occurred; or

iii. The Debtors, in their discretion, reach an agreement with the Vendor

Claimant; and it is further

ORDERED that if a Vendor Claimant has received payment of its Vendor Claim,

but later fails to comply with the terms of a Vendor Agreement between the Vendor Claimant and

the Debtors, or such other terms as were individually agreed to between the Debtors and such

Vendor Claimant, the Debtors may, in their discretion, declare that (i) the payment is a voidable

postpetition transfer pursuant to section 549(a) of the Bankruptcy Code that the Debtors may

recover in cash or in goods from such Vendor Claimant (including by setoff against postpetition

obligations); or (ii) the Vendor Claimant shall immediately return the payment of its claim without

giving effect to alleged setoff rights, recoupment rights, adjustments, or offsets of any type

whatsoever, and the Vendor Claimant shall be reinstated in such an amount so as to restore the



6

Debtors and the Vendor Claimant to their original positions as if the Vendor Agreement had never

been entered into and no payment of the claim had been made; and it is further

ORDERED that the Debtors shall maintain a matrix summarizing (i) the name of

each Vendor Claimant paid; (ii) the amount paid to each Vendor Claimant on account of its Vendor

Claim; and (iii) the type of goods or services provided by that Vendor Claimant. This matrix will

be provided upon request, to the U.S. Trustee, and, on a weekly basis, (or such other agreed upon

time period), to counsel to the DIP Lenders, and the professionals retained by any official

committee of unsecured creditors appointed in these chapter 11 cases; provided that the

professionals for any such committee shall keep the matrix confidential and shall not disclose any

of the information in the matrix to anyone, including, but not limited to, any member of any

statutory committee of creditors, without prior written consent of the Debtors; and it is further

ORDERED that the undisputed obligations of the Debtors arising under the

Prepetition Purchase Orders shall be afforded administrative expense priority status pursuant to

section 503(b)(1)(A) of the Bankruptcy Code; provided that any such claims shall be junior to the

claims and liens of the DIP Lenders; and it is further

ORDERED that pursuant to section 363(c)(1) of the Bankruptcy Code, the Debtors

are authorized to pay in the ordinary course of their businesses all undisputed obligations arising

from the postpetition delivery or shipment by Vendors of goods or provision of services under

Prepetition Purchase Orders consistent with their customary practice; and it is further

ORDERED that in accordance with this Interim Order (or other order of the Court),

each of the Banks at which the Debtors maintain their accounts relating to the payment of the

obligations described in the Motion is authorized to (i) receive, process, honor, and pay all checks

presented for the payment of postpetition obligations; (ii) receive, process, honor, and pay all



7

checks presented for the payment of prepetition obligations and honor all fund transfer requests

made by the Debtors related thereto only upon the Debtors’ representation that such payment or

transfer is authorized by an Order of the Court; and (iii) accept and rely on all representations made

by the Debtors with respect to which checks, drafts, wires, or automated clearing house transfers

should be honored or dishonored in accordance with this or any other order of the Court, whether

such checks, drafts, wires, or transfers are dated prior to, on, or subsequent to the Petition Date,

without any duty to inquire otherwise; and it is further

ORDERED that the Debtors are authorized, but not directed, to issue new

postpetition checks, or effect new electronic funds transfers, on account of prepetition obligations

and claims as set forth herein, and to replace any prepetition checks or electronic fund transfer

requests that may be lost or dishonored or rejected as a result of the commencement of the Debtors’

chapter 11 cases; and it is further

ORDERED that nothing contained in the Motion or this Interim Order, nor any

payment made pursuant to the authority granted by this Interim Order is intended to be or shall be

construed as (i) an admission as to the validity of any claim or lien against the Debtors, (ii) a waiver

of the Debtors’ or any appropriate party in interest’s rights to dispute the amount of, basis for, or

validity of any claim against the Debtors, (iii) a waiver of any claims or causes of action which

may exist against any creditor or interest holder, or (iv) an approval, assumption, adoption, or

rejection of any agreement, contract, lease, program, or policy between the Debtors and any third

party under section 365 of the Bankruptcy Code; and it is further

ORDERED that notwithstanding entry of this Interim Order, nothing herein shall

create, nor is intended to create, any rights in favor of or enhance the status of any claim held by

any party; and it is further



8

ORDERED that the requirements of Bankruptcy Rule 6003(b) have been satisfied;

and it is further

ORDERED that under the circumstances of these chapter 11 cases, notice of the

Motion is adequate under Bankruptcy Rule 6004(a); and it is further

ORDERED that notwithstanding Bankruptcy Rule 6004(h), this Interim Order shall

be immediately effective and enforceable upon its entry; and it is further

ORDERED that the Debtors are authorized to take all action necessary to the relief

granted in this Interim Order; and it is further

ORDERED that the Debtors shall serve this Interim Order within forty-eight (48)

hours of its entry via first class U.S. mail on the Notice Parties; and it is further

ORDERED that the Court shall retain jurisdiction to hear and determine all matters

arising from or related to the implementation, interpretation, and/or enforcement of this Interim

Order; and it is further

ORDERED that the Final Hearing to consider the relief requested in the Motion

shall be held on April 26, 2017 at 2:00 p.m. (Prevailing Eastern Time) and any objections or

responses to the Motion shall be in writing, filed with the Court, and served upon proposed counsel

to the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153

(Attn: Gary T. Holtzer, Esq., Robert J. Lemons, Esq., and Garrett A. Fail, Esq.) and (ii) the Notice

Parties, in each case, so as to be actually received on or prior to 4:00 p.m. (Prevailing Eastern

Time) on April 19, 2017.

Dated: March 31, 2017 New York, New York

s/Michael E. Wiles UNITED STATES BANKRUPTCY JUDGE




EXHIBIT C


Proforma Invoice

Hydratight Operations Inc.109 CHELLELIN DRIVEGAFFNEY, SC 29341United States

Phone : 1 828 453 0640Fax : 1 828 453 9089

Invoice Number :Invoice Date :Invoice Currency : USD

Payment Terms :Payment Due :

BILL TO SHIP TOPCI ENERGY SERVICES ATTN: ACCOUNTS PAYABLEC/O WESTINGHOUSE ELECTRICPO BOX 3700PITTSBURGH, PA 15230United States

PCI ENERGY SERVICESPCI ANO1448 SR 333RUSSELLVILLE, AR 72802United States

Sales Order : 5014003017 Cust No. : Cust PO No. :Order Date : 07-MAR-2018 WHSE : MBS Carrier :INCO Terms : Ex-works Sales Person : Riordan, Michael L. Tracking Number :Project No. : 5014003017 Project Manager : Hull, Cynthia J. Freight :

Payment should be made to the following bank account or lockbox using the invoice number as reference.Bank Name : ABA : Account Number : Swift Code : Lockbox Remit To Address : Hydratight Operations Inc, Network Place, Chicago, IL 60673-1232, United States

Regional Headquarters : Hydratight Operations, Inc.,1102 Hall Court, Deer Park, TX 77536, United States of America

ID Number : 9538 Page 1 of 2 F-ORC-9538-AA

Draft Invoice Number : 9

Additional Invoice LinesLine.No

Item No. Description Event # Amount TaxRate

13.1 F0103B0160AA NB16 Clamshell Package Rental (Qty. 2) (1 Month @ $3,612.00/month/each) (5/10 - 6/14) (Line Item #1 on PO

5 7,224.00

13.1 F0103B0160AA NB16 Clamshell Package Rental (Qty. 2) (25 Days @ $129.00/day/each) (6/15 - 7/09) (Line Item #1 on PO

6 6,450.00

19.1 F4550A2002XX Tool Kits - Sale (Qty. 2 @ $571.00/each) 1 1,142.00

28.1 006ED0041021 Facing Bit Inside / Out Tool Bit - Sale (Qty. 10 @ $116.00/each) 1 1,160.00

29.1 006NB0043630 Brazed Facing Bit AL8 - Sale (Qty. 10 @ $61.00/each) 1 610.00

30.1 006NB0043629 Brazed Facing Bit AL8 - Sale (Qty. 10 @ $61.00/each) 1 610.00

31.1 F0150A0016XX Single Point Assbly Rental (Qty. 2) (1 Month @ $927.50/month/each) (5/18 - 6/14) (Line Item #2 on PO

5 1,855.00

31.1 F0150A0016XX Single Point Assbly Rental (Qty. 2) (25 Days @ $33.13/day/each) (6/15 - 7/09) (Line Item #2 on PO

6 1,656.50

35.1 006ED0041327 Facing Bit Outside / In Tool Bit - Sale (Qty. 10 @ $116.00/each) 1 1,160.00

63.1 F0103B0080AA NB8 Clamshell Package Rental (Qty. 1) (1 Month @ $2,573.00/month) (5/23 - 6/19) (Line Item #3 on PO #

3 2,573.00

68.1 006EF0041041 Sever - 3/8" x 3.5" Tool Bit - Sale (Qty. 8 @ $38.00/each) 1 304.00

69.1 006EF0041034 Sever - 1/4" x 3.5" Tool Bit - Sale (Qty. 8 @ $38.00/each) 1 304.00

71.1 006EF0041042 Sever - 3/8" x 7" Tool Bit - Sale (Qty. 4 @ $95.00/each) 1 380.00

72.1 006EF0041035 Sever - 1/4" x 7" Tool Bit - Sale (Qty. 4 @ $95.00/each) 1 380.00

85.1 006EF0041053 Sever / Bevel 1/8" x 3.5" RH Tool Bit - Sale (Qty. 2 @ $106.00/each) 1 212.00


Proforma Invoice


Phone : 1 828 453 0640Fax : 1 828 453 9089

Invoice Number :Invoice Date :Invoice Currency : USD

Payment Terms :Payment Due :


PCI ENERGY SERVICESPCI ANO1448 SR 333RUSSELLVILLE, AR 72802United States

Sales Order : 5014003017 Cust No. : Cust PO No. :Order Date : 07-MAR-2018 WHSE : MBS Carrier :INCO Terms : Ex-works Sales Person : Riordan, Michael L. Tracking Number :Project No. : 5014003017 Project Manager : Hull, Cynthia J. Freight :

The Final Invoice will include Sales Tax, if applicable, but is excluded from this Proforma Invoice

Special Instructions :

Net 30,356.50Invoice Total USD 30,356.50

Payment should be made to the following bank account or lockbox using the invoice number as reference.Bank Name : ABA : Account Number : Swift Code : Lockbox Remit To Address : Hydratight Operations Inc, Network Place, Chicago, IL 60673-1232, United States



Line.No


86.1 006EF0041050 Sever / Bevel 1/8" x 3.5" LH Tool Bit - Sale (Qty. 2 @ $106.00/each) 1 212.00

87.1 006EA0040962 Bevel - 37 Deg x 3.5" RH Tool Bit - Sale (Qty. 2 @ $106.00/each) 1 212.00

88.1 006EA0040967 Bevel - 37 Deg x 3.5" LH Tool Bit - Sale (Qty. 2 @ $106.00/each) 1 212.00

89.1 006EA0040970 Bevel - Dbl 37 x 3.5" Tool Bit - Sale (Qty. 5 @ $100.00/each) 1 500.00

90.1 006EF0041063 Sever - Bevel Dbl 37 x 3.5" Tool Bit - Sale (Qty. 5 @ $100.00/each) 1 500.00

91.1 F0103B0100AA NB10 Clamshell Package Rental (Qty. 1) (1 Month @ $2,573.00/month) (6/12 - 7/09)(Line Item #4 on PO #

3 2,700.00

Sub-Total: $30,356.50


Invoice


Phone : 1 828 453 0640Fax : 1 828 453 9089

Invoice Number : 5100019172Invoice Date : 24-JUL-2018Invoice Currency : USDPayment Terms : 45 NETPayment Due : 07-SEP-2018


PCI ENERGY SERVICESPCI ENERGY SERVICESONE ENERGY DRIVELAKE BLUFF, IL 60044United States

Sales Order : 5014002927 Cust No. : Cust PO No. : 4500751382Order Date : 08-JAN-2018 WHSE : MBS Carrier :INCO Terms : Ex-works Sales Person : Riordan, Michael L. Tracking Number :Date Shipped : Project Manager : Hull, Cynthia J. Freight :Project No. : 5014002927

Special Instructions :Line Item #1 = $14,467.84, Line Item #2 = $3,500.00 (7/02 - 7/15 - Ongoing)

Net 17,967.84Tax 0.00Invoice Total

USD 17,967.84

Payment should be made to the following bank account or lockbox using the invoice number as reference.Bank Name : ABA : Account Number : Swift Code : Lockbox Remit To : Hydratight Operations Inc, Network Place, Chicago, IL 60673-1232, United States

Hydratight takes information security very seriously. Please be aware that under no circumstances will Hydratight request changes to existing bank account or payment information without providing official notification from your regular Hydratight contacts.


ID NO. : 9538 Page 1 of 1 F-ORC-9538-AA



2.1 T0000E000000 Travel - Per Diem (28 @ $125.00/each) (7/02 - 7/15) (Line Item #2 on PO# 4500748097)

22 3,500.00 0.00

7.1 T0200A000000 Site Labor -Tech - Reg (160 Hours @ $80.68/hr) (7/02 - 7/15) (Line Item #1 on PO# 4500748097)

18 12,908.80 0.00

8.1 T0200A010000 Site Labor -Tech - OT (14 Hours @ $111.36/hr) (7/02 - 7/15) (Line Item #1 on PO# 4500748097)

15 1,559.04 0.00

$17,967.84


Invoice


Phone : 1 828 453 0640Fax : 1 828 453 9089





Special Instructions :Line Item #1 = $8,236.16, Line Item #2 = $1,750.00 (7/16 - 7/22 Ongoing)


USD 9,986.16








24 1,750.00 0.00


20 6,454.40 0.00


17 1,781.76 0.00

$9,986.16


Invoice


Phone : 1 828 453 0640Fax : 1 828 453 9089





Special Instructions :Line Item #1 = $23,817.60, Line Item #2 = $5,250.00 (7/02 - 7/22 Ongoing)


USD 29,067.60








23 5,250.00 0.00


19 19,363.20 0.00


16 4,454.40 0.00

$29,067.60


Invoice


Phone : 1 828 453 0640Fax : 1 828 453 9089

Invoice Number : 5100019328Invoice Date : 15-AUG-2018Invoice Currency : USDPayment Terms : 45 NETPayment Due : 29-SEP-2018






USD 9,986.16








25 1,750.00 0.00


21 6,454.40 0.00


18 1,781.76 0.00

$9,986.16


Invoice


Phone : 1 828 453 0640Fax : 1 828 453 9089

Invoice Number : 5100019348Invoice Date : 17-AUG-2018Invoice Currency : USDPayment Terms : 45 NETPayment Due : 01-OCT-2018






USD 7,881.68








26 1,750.00 0.00

7.1 T0200A000000 Site Labor -Tech - Reg (76 Hours @ $80.68/hr) (7/23 - 729) (Line Item #1 on PO# 4500748097)

22 6,131.68 0.00

$7,881.68


Each invoice shall reference this Purchase Order and the appropriate POline item, descriptions, and pricing exactly as they appear in theapplicable purchase order, purchase order change notice or referencedattachments.

Invoices not received as described above may be returned with aninvoice rejection notice at the discretion of Westinghouse.

WESTINGHOUSE CONTACTS:Technical: Mark BeregiPhone: 724-722-5414E-mail: [email protected]

Westinghouse Global Supply Chain SolutionsCommercial: Lee Ann ShoemakerPhone: 724-940-8169E-mail: [email protected]_______________________________________________________________________

Item Material Rv Description Order qty. Unit Price per unit Net value

_______________________________________________________________________

1 Watts Bar 10 Yr EPN Maintenance 1.000 Lot 6,830.00 6,830.00

SCOPE:10 Year EPN Kit Repair/Maintenance for Watts BarCoordinate with Mark Beregi 724-722-5414 for actual servicedates.

Labor Charges (at daily rate schedule):Repair/Maintenance:Travel to and from site: 1 days @ $935.00 ea.Work time: 3 weekdays@ $1,815.00 ea.

Total $6,830.00

Items included herein are not nuclear Safety-Related; however,supplier shall fully comply with the specific Quality assurancerequirements as shown in this Purchase Order.

HYDRATIGHT OPERATION INC12 WORLDS FAIR DR STE ASOMERSET NJ 08873-1348

WESTINGHOUSE PROPRIETARY CLASS 2

PO number/PO date4500747319 May 11 2018

Page2 of 4

Purchase order17-10751-mew Doc 3820 Filed 08/31/18 Entered 08/31/18 10:31:21 Main Document

Pg 80 of 91

_______________________________________________________________________

Item Material Rv Description Order qty. Unit Price per unit Net value

_______________________________________________________________________

2 Travel Expenses 1.000 Lot 2,000.00 2,000.00

Travel Expenses for Watts Bar 10 Year EPN Repair/Maintenance atWestinghouse Waltz Mlll site - including travel, hotel, meals,and rental car.

Maximum Value:The maximum value of this order is not to exceed$2,000; this maximum is for Buyer control purposes and does notcommitBuyer to spend the entire amount.


Total net value excl. tax USD 8,830.00 =======================================================================

Supplemental texts are listed below:

The Terms and Conditions, Docno: CTR-PO-2013-011, listed on the lastpage of this Purchase Order are hereby replaced with the signed 2017Master Services Agreement and its Amendment(s) between Westinghouse andHydratight(expiration 12/31/2018).

Supplier Acknowledgment of this Purchase Order is requested byreturning a signed copy.

Acknowledged by: ________________________________

Name: ____________________________________________

Title: ___________________________________________




Page3 of 4

Purchase order

Brian Ahrens

Product Sales & Marketing Leader


The Terms and Conditions documented within CTR-PO-2013-011 shall apply to this Purchase Order unlessotherwise specified within the Purchase Order. CTR-PO-2013-011 can be found on the Westinghouse Website:https://supply.westinghousenuclear.com/Main/Welcome.aspx

Please contact the Buyer identified herein if you are unable to access this site and require a printed copy. TheWestinghouse procurement document(s) and the referenced Terms and Conditions collectively constitute a bindingagreement between Westinghouse Electric Company LLC and Seller.

If this is a Change Notice, then the previous Terms and Conditions agreed to for this Purchase Order including

previous Change Notices remain in effect unless otherwise specified in the body of the Change Notice.

Signed by_______________________________



Page4 of 4


Invoice

Hydratight Operations Inc.12 Worlds Fair DriveSomerset, NJ 08873United States

Phone : 1 732 271 4100Fax : 1 732 271 4150


BILL TO SHIP TOWESTINGHOUSE ELECTRIC ATTN: ACCOUNTS PAYABLEPO BOX 3700PITTSBURGH, PA 15230United States

WESTINGHOUSE ELECTRICWALTZ MILL SITE680 WALTZ MILL ROADMADISON, PA 15663United States

Sales Order : 5014003157 Cust No. : 342414 Cust PO No. : 4500747319Order Date : 06-JUN-2018 WHSE : SOS Carrier :INCO Terms : Ex-works Sales Person : Tracking Number :Date Shipped : Project Manager : Gregory, Robert Freight :Project No. : 5014003157







12.1 T1500C0150XX Mon. 7/30 Onsite 5 Hours (Line Item #1 on PO # 4500747319) 1 1,815.00 0.00

13.1 T1500C0110XX Tues. 7/31 Onsite 10 Hours (Line Item #1 on PO # 4500747319) 1 1,815.00 0.00

13.1 T1500C0110XX Wed. 8/01 Onsite 10 Hours (Line Item #1 on PO # 4500747319) 2 1,815.00 0.00

13.1 T1500C0110XX Thurs. 8/02 Onsite 10 Hours (Line Item #1 on PO # 4500747319) 3 1,815.00 0.00

2.1 T0000E000000 Lodging (Line Item #2 on PO # 4500747319) 1 627.15 0.00

2.1 T0000E000000 Mileage (Line Item #2 on PO # 4500747319) 2 558.08 0.00

2.1 T0000E000000 Meals 6 Days @ $66.00 per day (Line Item #2 on PO # 4500747319) 3 396.00 0.00

2.1 T0000E000000 Service Fee (Line Item #2 on PO # 4500747319) 4 316.25 0.00

5.1 T1500A0180XX Fri. 8/03 Travel 8 Hours (Line Item #1 on PO # 4500747319) 1 935.00 0.00

7.1 T1500A0280XX Sun. 7/29 Travel 8 Hours (Line Item #1 on PO # 4500747319) 1 1,320.00 0.00

8.1 T1500B0100XX Mon. 7/30 NGET 5 Hours (Line Item #1 on PO # 4500747319) 1 660.00 0.00

$12,072.48


Invoice

Hydratight Operations Inc.12 Worlds Fair DriveSomerset, NJ 08873United States

Phone : 1 732 271 4100Fax : 1 732 271 4150


BILL TO SHIP TOWESTINGHOUSE ELECTRIC ATTN: ACCOUNTS PAYABLEPO BOX 3700PITTSBURGH, PA 15230United States

WESTINGHOUSE ELECTRICWALTZ MILL SITE680 WALTZ MILL ROADMADISON, PA 15663United States

Sales Order : 5014003157 Cust No. : 342414 Cust PO No. : 4500747319Order Date : 06-JUN-2018 WHSE : SOS Carrier :INCO Terms : Ex-works Sales Person : Tracking Number :Date Shipped : Project Manager : Gregory, Robert Freight :Project No. : 5014003157

Special Instructions :Line Item #1 = $10,175.00, Line Item #2 = $1,897.48 (7/29 - 8/03 - Complete)


USD 12,072.48






Deliv. Terms: FOB UPS Standard Acct# 026064Payment Terms: Net 45 Days Currency: USDOur reference: 1000577794E-mail: [email protected]

ADMINISTRATIVE NOTES:

THIS ORDER IS NON-NUCLEAR, NON-SAFETY RELATED FOR WATTS BAR

PO NOT TO EXCEED $11,715.00 WITHOUT PRIOR APPROVAL FROM WEC AND AFORMAL CHANGE NOTICE TO THIS PURCHASE ORDER.

SERVICE KIT NEEDED AS SOON AS POSSIBLE. PLEASE EXPEDITE KIT SHIPMENT.

****************************************************************Items included herein are not nuclear Safety-Related; however, suppliershall fully comply with the specific quality assurance requirements asshown in this Purchase Order.****************************************************************

ATTENTION: Mike StruckmanPHONE: 704-712-9500EMAIL: [email protected]

Hydratight acknowledgment of this Purchase Order is required.


Please deliver to:Westinghouse Electric CompanyWaltz Mill Site680 WALTZ MILL ROADMADISON PA 15663

Delivery Date: Jul 30 2018



Page1 of 4

Salesperson: Mike Struckman Our supp#: 1112747Ph 248-606-5459Fax 732-271-4150

Buyer contact/TelephoneMichael CalvettiPh 603-427-7826Fax 603-433-1060

Correspondence Address:

WESTINGHOUSE ELECTRIC CO. LLC

WALTZ MILL - MAIN PLANT

PO BOX 158

MADISON, PA 15663

Unless noted, invoice:

WESTINGHOUSE ELECTRIC CO.

PO BOX 3700

PITTSBURGH, PA 15230

Purchase order


calvetm

Typewritten Text

OR SOONER PLEASE EXPEDITE

REFERENCE: 10-Year Service Kit (Watts Bar)

INVOICING:All invoices shall reference this purchase order number.

Electronic invoicing is acceptable only if emailed in pdf formatDIRECTLY TO [email protected]. Emailed invoices which aredirected to others cannot be processed. Hard copy mailed duplicatesare not required when invoices are transmitted by email.

Each invoice shall reference this Purchase Order and the appropriate POline item, descriptions, and pricing exactly as they appear in theapplicable purchase order, purchase order change notice or referencedattachments.

Invoices not received as described above may be returned with aninvoice rejection notice at the discretion of Westinghouse.

WESTINGHOUSE CONTACTS:Technical: Mark BeregiPhone: 724-722-5414E-mail: [email protected]

Westinghouse Global Supply Chain SolutionsCommercial: Lee Ann ShoemakerPhone: 724-940-8169E-mail: [email protected] require your acknowledgment for the following items:_______________________________________________________________________

Item Material Rv Description Order qty. Unit Price per unit Net value_______________________________________________________________________

1 10-Year Service Kit (Watts Bar) 1.000 Lot 11,715.00 11,715.00




Page2 of 4

Purchase order


_______________________________________________________________________

Item Material Rv Description Order qty. Unit Price per unit Net value_______________________________________________________________________

PART NUMBER76EPN102

EPN 10-Year Service Kit (Watts Bar)

Total Value $11,715.00


Total net value excl. tax USD 11,715.00 =======================================================================

Supplemental texts are listed below:

The Terms and Conditions, Docno: CTR-PO-2013-011, listed on the lastpage of this Purchase Order are hereby replaced with the signed 2017Master Services Agreement and its Amendment(s) between Westinghouse andHydratight(expiration 12/31/2018).

Supplier Acknowledgment of this Purchase Order is requested byreturning a signed copy.

Acknowledged by: ________________________________

Name: ____________________________________________

Title: ___________________________________________




Page3 of 4

Purchase order


The Terms and Conditions documented within CTR-PO-2013-011 shall apply to this Purchase Order unlessotherwise specified within the Purchase Order. CTR-PO-2013-011 can be found on the Westinghouse Website:https://supply.westinghousenuclear.com/Main/Welcome.aspx

Please contact the Buyer identified herein if you are unable to access this site and require a printed copy. TheWestinghouse procurement document(s) and the referenced Terms and Conditions collectively constitute a bindingagreement between Westinghouse Electric Company LLC and Seller.

If this is a Change Notice, then the previous Terms and Conditions agreed to for this Purchase Order including

previous Change Notices remain in effect unless otherwise specified in the body of the Change Notice.

Signed by_______________________________



Page4 of 4


calvetm

Rectangle

InvoiceHydratight Operations Inc.12 Worlds Fair DriveSomerset, NJ 08873United States

Phone : 1 732 271 4100Fax : 1 732 271 4150

Invoice Number : 515060955Invoice Date : 24-JUL-2018Invoice Currency : USDPayments Terms : 45 NETPayment Due : 07-SEP-2018

BILL TOWESTINGHOUSE ELECTRICATTN: ACCOUNTS PAYABLEPO BOX 3700PITTSBURGH, PA 15230United States

SHIP TOWESTINGHOUSE ELECTRICWALTZ MILL SITE680 WALTZ MILL ROADMADISON, PA 15663United States

Sales Order : 5011025585 Cust No. : 342414 Cust PO No. : 4500747338 Order Date : 14-MAY-2018 WHSE : SOP Carrier : UPS Express INCO Terms : Ex-works Sales Person : Struckman, Michael Tracking Number : Date Shipped : 24-JUL-2018 : Freight : Collect

Special Instructions :

USD

Net 11,715.00

Freight 0.00

Tax 0.00

Invoice Total 11,715.00

Payment should be made to the following bank account or lockbox using the invoice number as reference.Bank Name : ABA :Account Number : Swift Code :Lockbox Remit To Address : Hydratight Operations Inc, Network Place, Chicago, IL 60673-1232, United States

Hydratight takes information security very seriously. Please be aware that under no circumstances will Hydratight request changes to existing bankaccount or payment information without providing official notification from your regular Hydratight contacts.



Line Qty Ord

Qty Ship

ItemSer.number

Description UOM Origin Unit Price AmountTax %

1 1 1 D4012A0001XX

EPN 10 YEAR SERVICE KITHarmonized Code : 8414208000Legacy P/N 76EPN102Watts Bar

EACH US 11,715.00 11,715.00 0.00


EXHIBIT D



-------------------------------------------------------------------- X

In re: : Chapter 11

:




Debtors. :

:

-------------------------------------------------------------------- X

ORDER GRANTING MOTION OF HYDRATIGHT OPERATIONS INC. FOR

ALLOWANCE AND IMMEDIATE PAYMENT OF ADMINISTRATIVE EXPENSE

CLAIM PURSUANT TO SECTION 503(B)(1) OF THE BANKRUPTCY CODE

Upon the motion (the “Motion”)2 of Hyrdratight Operations Inc. (“HOI”), for entry of an

Order pursuant to 11 U.S.C. § 503(b)(1) allowing HOI an administrative expense claim in the

amount of $129,033.42 (the “Claim”) for: (i) the value of goods sold and shipped by HOI to the

Debtors in the ordinary course Post-Petition; and (ii) directing the Debtors to pay the § 503(b)(1)

Claim immediately, all as more fully set forth in the Motion; and this Court having jurisdiction

over this matter pursuant to pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing

Order of Reference from the United States District Court for the Southern District of New York,

dated January 31, 2012; and that this Court may enter a final order consistent with Article III of

the United States Constitution; and this Court having found that venue of this proceeding and the












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.


2

Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having

found that this is a core proceeding pursuant to § 157(b); and this Court having found that HOI’s

notice of the Motion and opportunity for a hearing on the Motion were appropriate under the

circumstances and no other notice need be provided; and this Court having reviewed the Motion

and having heard the statements in support of the relief requested therein at a hearing, if any,

before this Court (the “Hearing”); and this Court having determined that the legal and factual

basis set forth in the Motion and at the Hearing establish just cause for the relief granted herein;

and upon all of the proceedings had before this Court; and after due deliberation and sufficient

cause appearing therefor, it is HEREBY ORDERED THAT

1. The Motion is granted as set forth herein.

2. Pursuant to section 503(b) of the Bankruptcy Code, HOI is hereby granted an

allowed administrative expense claim in the amount of $129,033.42, which shall be entitled to

priority pursuant to section 507(a)(2) of the Bankruptcy Code.

3. The Debtors shall immediately pay HOI on account of its Claim as soon as

practicable following entry of this Order.

4. The Court shall retain exclusive jurisdiction with respect to all matters arising

from or related to the implementation, interpretation, and enforcement of this Order.

New York, New York

Dated:_________________, 2018

The Honorable Michael E. Wiles

United States Bankruptcy Judge

2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Motion.
