Westinghouse Electric_DIPmotion by WSJ.com

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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

TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York 10119 Telephone: (212) 594-5000 Facsimile: (212) 967-4258 Albert Togut Brian F. Moore Kyle J. Ortiz

Proposed Attorneys for Debtors and Debtors in Possession

Proposed Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Ltd.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re : : WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : : Debtors.1 : --------------------------------------------------------x

Chapter 11 Case No. 17-_____ (___) (Joint Administration Pending)

MOTION OF DEBTORS PURSUANT TO 11 U.S.C. §§ 362, 363, 364, 507, AND 105 AND FED. R. BANKR. P. 2002, 4001, 6003, 6004 AND 9014 FOR INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO OBTAIN SENIOR SECURED, SUPERPRIORITY, POSTPETITION FINANCING, (II) GRANTING LIENS AND SUPERPRIORITY CLAIMS, AND (III) SCHEDULING A FINAL HEARING TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

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). The Debtors’ principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.

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Westinghouse Electric Company LLC (“WEC U.S.”) and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”),2 respectfully represent as follows in support of this motion (the “Motion”): Preliminary Statement 1.

Following a competitive marketing process, the Debtors have secured a

commitment from certain affiliates of Apollo Global Management, LLC (“Apollo”) to provide an $800 million postpetition secured financing facility (the “DIP Facility”) agented by Citibank, N.A. (“Citibank”) and inclusive of up to $225 million cash collateralized letter of credit facility (the “DIP LC Facility”) issued by an affiliate of Citibank, that will allow the Debtors to fund their operations, develop a restructuring plan, and emerge from chapter 11, all while ensuring Westinghouse maintains its position as the world’s leading supplier of safe and innovative nuclear technology. 2.

The Debtors are in the advantageous position of operating a number of

profitable, cash-flow positive business lines, and owning a strong base of largely unencumbered assets. Accordingly, the Debtors have been able to attract substantial postpetition financing on favorable economic terms from a reputable lender that is eager to partner with Westinghouse to achieve its restructuring goals. 3.

Prior to selecting the Apollo and Citibank proposal, the Debtors and their

advisors engaged in a robust and competitive marketing process that attracted tremendous interest from the capital markets, including from a significant number of leading banks, private equity firms, and hedge funds. Ultimately, following lengthy negotiations with a select group of parties submitting the most competitive bids, Apollo emerged as the leading contender to finance 2

The Debtors along with WEC UK Holdings (as defined herein) and their respective domestic and international subsidiaries, shall be referred to herein collectively as “Westinghouse”.

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the Debtors’ restructuring efforts given the flexible and competitive economic terms of their financing commitment. 4.

Approval of the proposed DIP Facility with Apollo and Citibank will send

a strong signal to the Debtors’ global base of employees, vendors, customers, and regulatory and government partners that Westinghouse has sufficient financing to continue its core businesses in the ordinary course. The DIP Facility is projected to fund the entirety of the Debtors’ chapter 11 cases and provide a clear path toward a reorganization around Westinghouse’s core businesses, while giving the Debtors the time to resolve their liabilities associated with the nuclear power plant construction projects in South Carolina and Georgia (the “U.S. AP1000 Projects”). 5.

Accordingly, the Debtors believe that authority to enter into the proposed

DIP Facility is in the best interests of the Debtors, their estates, and all parties in interest, and respectfully request that the relief requested herein be granted. Relief Requested 6.

By this Motion, pursuant to sections 362, 363, 364, 507, and 105 of title

11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 4001, 6003, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 4001–2 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the Southern District of New York (the “Local Rules”), the Debtors request entry of the interim order, substantially in the form attached hereto as Exhibit A (the “Interim Order”)3 as well as a final order (the “Final Order”), granting, among other things the following relief: a)

Entry into DIP Loan Documents - authority for the Debtors to execute and enter into the DIP Loan Documents (as defined below) and to perform all such other and further acts as may be necessary or appropriate in connection with the DIP

Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Interim Order.

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Loan Documents to pay to the DIP Agent, arrangers and DIP Lenders all fees, costs and expenses due pursuant to the DIP Term Sheet, any related fee letters, or other DIP Loan Documents;

Authority to Access DIP Loans and DIP LC Facility - authority for WEC U.S. to (i) be the Borrower under the DIP Facility, which provides for senior secured superpriority loans in the aggregate amount of $800 million (the “DIP Loans”), and letters of credit in an aggregate available amount of up to $225 million under the DIP LC Facility (as defined below), and (ii) draw funds under the DIP Facility in the aggregate amount of up to $350 million (and request the issuance of letters of credit in the aggregate available amount of up to $100 million under the DIP LC Facility) upon entry of the Interim Order to avoid immediate and irreparable harm to the Debtors and their estates;

Issue Guarantees - authority for the DIP Guarantors (as defined below) to guarantee the obligations of WEC U.S. under the DIP Facility (collectively with all obligations of WEC U.S. under the DIP LC Facility, the “DIP Obligations”);

DIP Liens and Superpriority Claims - authority for the Debtors to grant security interests, liens, and superpriority claims to the DIP Lenders, the LC Issuer and DIP Agent (each as defined below) to secure the DIP Obligations;

Entry into EMEA Intercompany Facility - authority for WEC U.S. to advance amounts (including any proceeds of the DIP Loan) up to $375 million (the “EMEA Intercompany Facility”) to certain non-debtor foreign affiliates of WEC U.S. listed on Schedule 2 of the DIP Term Sheet (the “EMEA Intercompany Borrowers”), inclusive of $75 million under the DIP LC Facility, to be (i) guaranteed by each non-Debtor that receives (directly or indirectly) proceeds from the EMEA Intercompany Facility (the “EMEA Intercompany Beneficiaries”),4 and (ii) secured by the assets of the EMEA Entities (to the extent required by certain applicable local jurisdiction requirements);

Use of Proceeds - authority for the Debtors to use the proceeds of the DIP Loans in accordance with the Budget (as defined herein) and the DIP Loan Documents;

Waiver of Stay - waiver of any applicable stay (including a stay pursuant to Bankruptcy Rule 6004) with respect to the effectiveness or enforceability of the Interim Order; and

Schedule Final Hearing - the scheduling of a final hearing (the “Final Hearing”) pursuant to Bankruptcy Rule 4001 and Local Rule 4001-2 to consider entry of the Final Order.

Collectively with the EMEA Intercompany Borrowers, the “EMEA Entities.”

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In support of the relief requested herein, the Debtors submit the

Declaration of Mark Buschmann in Support of Motion of Debtors for Interim and Final Orders (I) Authorizing Debtors to Obtain Senior Secured, Superpriority, Postpetition Financing, (II) Granting Liens and Superpriority Claims, and (III) Scheduling a Final Hearing (the “Buschmann Declaration”), filed contemporaneously herewith. Overview of Proposed DIP Facility 8.

The Debtors propose to enter into the DIP Facility to fund Westinghouse’s

operations and the administration of the Debtors’ chapter 11 cases.

The arrangements

represented by the Interim Order, that certain Term Sheet, substantially in the form attached as Exhibit A to the Interim Order (the “DIP Term Sheet,” and together with all related credit documents (including the related fee letters and the Liquidity Facility Agreement, the “DIP Loan Documents”),5 and the initial budget attached as Exhibit B to the Interim Order (as updated or amended, the “Budget”), represent a flexible and economical solution to the Debtors’ operational and liquidity needs. The DIP Facility preserves Westinghouse’s operations, and provides Westinghouse with sufficient liquidity to fund its businesses and the administration of these cases and to pursue and consummate a successful restructuring. The DIP Facility is favorably priced and was negotiated in good faith and at arm’s–length. As discussed below and in the Buschmann Declaration, the DIP Facility is the Debtors’ best postpetition financing option available to the Debtors and should be approved by the Court. 9.

In accordance with Bankruptcy Rules 4001(c), and (d) and Rule 4001-2 of

the Local Rules of Bankruptcy Procedure for the Southern District of New York (the “Local

Pursuant to the DIP Term Sheet, the parties shall enter into a loan agreement and guarantee in form customary for credit facilities similar to the DIP Facility within 10 days of the Petition Date.

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Rules”), the following table summarizes the material terms of the Interim Order and the DIP Loan Documents:6 SUMMARY OF THE DIP FACILITY7 Borrower Fed. R. Bankr. P. 4001(c)(1)(B)

Westinghouse Electric Company LLC (the “Borrower”).

Guarantors Fed. R. Bankr. P. 4001(c)(1)(B)

All of the Debtors that are direct and indirect subsidiaries of the Borrower (the “US Guarantors”) and Toshiba Nuclear Energy Holdings (UK) Limited (together with the US Guarantors, the “DIP Guarantors”) Apollo Investment Corporation; AP WEC Debt Holdings LLC; Midcap Financial Trust; Amundi Absolute Return Apollo Fund PLC; Ivy Apollo Strategic Income Fund; an Ivy Apollo Multi Asset Income Fund (collectively, the “Initial Lender” or “Apollo” with any other banks, financial institutions or institutional lenders identified by Apollo in consultation with the Borrower (collectively, with the LC Issuer, the “DIP Lenders”) on a several and not joint basis. Citibank, N.A. is the administrative and collateral agent (in such capacities, the “DIP Agents”).

DIP Lenders Fed. R. Bankr. P. 4001(c)(1)(B)

DIP Agent Fed. R. Bankr. P. 4001(c)(1)(B) Lead Arranger and Bookrunner Fed. R. Bankr. P. 4001(c)(1)(B) DIP Facility Fed. R. Bankr. P. 4001(c)(1)(B); Local Rule 4001-2(a)(2)

Borrowing Limits Fed. R. Bankr. P. 4001(c)(1)(B)

Citigroup Global Markets Inc. shall act as sole lead arranger and bookrunner for the DIP Facility.

The DIP Facility provides for senior secured superpriority term loans (the “DIP Loans”) in an aggregate principal amount of $800 million to be made available to the Borrower. The DIP Facility includes a Letter of Credit sublimit up to $225 million that may be used to provide cash for a cash collateralized letter of credit facility (the “DIP LC Facility”) issued by the LC Issuer The DIP Term Sheet contemplates $350 million of DIP Loans (including $100 million under the DIP LC Facility) being made available upon entry of the Interim Order (and the satisfaction of all other closing conditions) and an additional $450 million (including the remaining $125 million under the DIP LC Facility) upon entry of a Final Order (and the satisfaction of all other closing conditions).

See DIP Term Sheet; Interim Order (preamble and ¶ 2(b)). See DIP Term Sheet; Interim Order (preamble and ¶ 2(b)). See DIP Term Sheet; Interim Order (preamble).

See DIP Term Sheet; Interim Order (preamble). See DIP Term Sheet

See DIP Term Sheet; Interim Order (preamble and ¶ 2(b)).

Any summary of the terms of the Interim Order and DIP Term Sheet contained in this Motion is qualified in its entirety by reference to the provisions of the actual Interim Order and DIP Term Sheet, as applicable. To the extent the Motion and the Interim Order or DIP Term Sheet are inconsistent, the Interim Order or DIP Term Sheet, as applicable, shall control. The Debtors reserve the right to supplement the statements made pursuant to Bankruptcy Rule 4001 and Local Rule 4001–2 herein. 7

All capitalized terms listed in this table but not otherwise defined herein, shall have the meaning ascribed to such terms in the DIP Term Sheet.

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Budget Fed. R. Bankr. P. 4001(c)(1)(B); Local Rule 4001-2(a)(2) Use of DIP Proceeds Fed. R. Bankr. P. 4001(c)(1)(B)

Interest Rates Fed. R. Bankr. P. 4001(c)(1)(B) Expenses and Fees Local Rule 4001-2(a)(3)

Maturity Date Fed. R. Bankr. P. 4001(c)(1)(B); Local Rule 4001-2(a)(10) Prepayments Local Rule 40012(a)(13)

Collateral and Priority Fed. R. Bankr. P. 4001(c)(1)(B)(i); Local Rule 4001-2(a)(4)

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WEC U.S. will provide the DIP Agent 13-week cash flow forecasts on a rolling 13-week basis (updated every four weeks).

The DIP Facility proceeds shall be used (i) for working capital and general corporate purposes, (ii) to make revolving loans under the EMEA Intercompany Facility (as defined herein); (iii) to pay other costs incurred in connection with the chapter 11 cases; and (iv) to fund cash collateral necessary for LCs. 1) DIP Loans – shall accrue interest at 5.25% per annum plus the Base Rate for Base Rate loans, or 6.25% per annum plus the LIBOR Rate for LIBOR Loans. 2) Default Interest – additional 2% per annum. 1) Unused Commitment Fees: 0.50% per annum for undrawn DIP Loans. 2) OID: 2.50%. 3) Early Exit Fees: 103% (first 6 months); 102% (following 6 months); par (at Scheduled Termination Date or thereafter). 4) LC Facility Fees: Fronting fee of 0.125% payable to the LC Issuer on outstanding face amount of each LC. 5) Extension Fee: 3.00% (12 month extension). 6) Expense Reimbursement Deposit: $750,000. The “Scheduled Termination Date” is 12 months after the Closing Date, subject to the Borrower’s option to extend the term by additional 12 months. The net cash proceeds (after any applicable taxes) from any nonordinary course asset sale by (a) the Borrower or any of its subsidiaries, or (b) any EMEA Entity or any of its subsidiaries (to the extent such assets secure the EMEA Intercompany Facility), must be used to repay the DIP Loans. Collateral - all owned or hereafter acquired assets and property of the Borrower and DIP Guarantors (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof (the “Collateral”).8

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See DIP Term Sheet; Interim Order (preamble and ¶ 3)). See DIP Term Sheet.

See DIP Term Sheet (Annex A).

See DIP Term Sheet.

See DIP Term Sheet; Interim Order, ¶ 2(d)-(e).

Priority - the DIP Lender and DIP Agent shall be granted the following on the Collateral: a)

Priming Liens - perfected first priority priming security interest and lien; (“Priming Liens”) b) First Priority Liens - a perfected first priority security interest and lien on the Collateral to the extent such Collateral is not subject to valid, perfected and nonavoidable liens (“First Priority Liens”); c) Junior Liens -junior perfected security interest and lien

For the avoidance of doubt, Collateral shall not include assets and property located at (i) the “V.C. Summer Project” site, being the site of the AP1000 nuclear plant owned by South Carolina Electric & Gas Company and certain others, and the related off-site storage facilities located at Two Blythewood and 375 Metropolitan Drive, West Columbia, South Carolina, and (ii) the “Vogtle Project” site, being the AP1000 nuclear plant owned by Georgia Power Company and certain others and the related off-site storage facility located at 321 Mills Road, Waynesboro, Georgia.

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Material Conditions to Closing Fed. R. Bankr. P. 4001(c)(1)(B); Local Rule 4001-2(a)(2)

Covenants Local Rule 4001-2(a)(8)

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on the Collateral of to the extent such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date, or to valid and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date (“Junior Liens”, collectively with the First Priority Liens and Priming Liens, the “DIP Liens”); and d) Superpriority Expense Claims - superpriority administrative expense claims in the chapter 11 cases of the Debtors (“Superpriority Expense Claims”). e) LC Liens - the DIP LC Facility shall be secured solely by the amounts on deposit in a letter of credit cash collateral account as more fully described in the DIP Term Sheet.  Execution of DIP Term Sheet.  Occurrence of Petition Date and entry of “first day orders”, including a cash management order that is reasonably satisfactory to the DIP Agent.  Entry of Interim Order authorizing DIP Loans no later than three business days following Petition Date.  The payment of reasonable and documented costs , fees, and expenses set forth in the DIP Loan Documents  The obligations of the Loan Parties under the DIP LC Facility will be secured and perfected pursuant to the Interim Order.  The DIP Agent shall have valid and perfected liens on the security interest in the Collateral. Negative Covenants - the DIP Loan Documents will contain the following negative covenants:  Limitations on indebtedness.  Limitations on liens.  Limitations on sale and leaseback transactions.  Limitations on investments, loans and advances.  Limitations on mergers, consolidations, sales of assets and acquisitions;  Limitations on dividends and distributions.  Limitations on transactions with affiliates.  Limitations on changes in business.  Limitations on the (i) payment and modification of subordinated or other prepetition indebtedness, except in the case of prepetition debt, pursuant to “first day” or other orders entered by the Bankruptcy Court that are in form and substance satisfactory to the DIP Agent, and (ii) modification of certificate of incorporation, by-laws and certain other agreements, etc.  Limitations on (i) AP1000 Projects shut-down costs limited to $125 million, and (ii) outstanding amounts under the Intercompany Facility, in each case, in accordance with the business plan.  Limitations on hedging agreements.  Limitations on other “designated senior debt”.  Limitations on changes to fiscal year and accounting.

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See DIP Term Sheet.

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Financial Covenants - the DIP Facility will contain the following financial covenants: a)

Minimum Liquidity. Minimum unrestricted cash and cash equivalents of the Company and the US Guarantors, on a consolidated basis, of $100 million, tested on a weekly basis.

b) Business Plan. Receipt of a Business Plan, in form and substance reasonably acceptable to the Required Lenders, within 120 days of the DIP Closing Date. c)

Events of Default Fed. R. Bankr. P. 4001(c)(1)(B); Local Rule 4001-2(10)

Milestones Fed. R. Bankr. P. 4001(c)(1)(B)(vi); Local Rule 4001-2(12) Carve-Out Local Rule 4001-2(a)(5)

Minimum EBITDA. Initially tested as of the last day of each fiscal month (commencing on the month ended September 30, 2017) with applicable testing periods commencing on August 1, 2017 and ending on the applicable month then ended. Commencing on the test period ended March 31, 2018 and for each month ended thereafter, LTM testing period (the “LTM Test”). No less than the greater of (a) solely with respect to any LTM Test, $350 million and (b) the corresponding amount set forth in the Business Plan plus a cushion of 15%. Material events of default include:  Failure to file an acceptable Plan of Reorganization prior to the earlier of (a) 18 months after the Petition Date, or (b) the period in which the Debtors have the exclusive right to file a chapter 11 plan under section 1121 of the Bankruptcy Code  The commencement of an insolvency proceeding by an EMEA entity. No milestones related to assets sales or a plan of reorganization.

The DIP Liens and DIP Superpriority Claims shall be subject and subordinate to a Carve-Out with respect to Collateral (other than amounts on deposit in the LC Cash Collateral Account), which shall be comprised of:

See DIP Term Sheet

N/A

See DIP Term Sheet; Interim Order, ¶ 7.

fees required to be paid to the Clerk of the Court and U.S. Trustee; b) reasonable and documented fees of a section 726(b) trustee, not to exceed $250,000; c) all accrued and unpaid reasonable fees, costs and expenses incurred by person or firmed retained by the Debtors and the Committee.

Funding of NonDebtor Affiliates Local Rule 40012(a)(15)

Following notice from the DIP Agents of written notice that an Event of Default has occurred and has triggered the Carve-Out, the payment of Professional Fees may not exceed $8 million in the aggregate after the receipt of such notice; provided that the CarveOut shall not contain any cap on any “pipeline” expenses of Debtor’s professionals. The Debtors will provide a maximum of $375 million in intercompany advances to EMEA Intercompany Borrowers for the benefit of the EMEA Entities. Pursuant to the EMEA Intercompany Facility, WEC U.S. may advance amounts (including any proceeds of the DIP Loans) up to

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See DIP Term Sheet (Annex A); Interim Order, ¶ 2.

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$375 million (but only $300 million initially) to the EMEA Intercompany Borrowers (inclusive of $75 million under the DIP LC Facility (but only $50 million initially)), to be (i) guaranteed the EMEA Entities, and (ii) secured by the assets of the EMEA Entities in each case, to the extent required by the applicable local jurisdiction requirements set forth on Schedule 1 to the DIP Term Sheet.

Liens on Avoidance Actions Fed. R. Bankr. P. 4001(c)(1)(B)(xi); Local Rule 4001-2(a)(i)(C) Waiver or Modification of the Automatic Stay Fed. R. Bankr. P. 4001(c)(1)(B)(iv) Waiver or Modification of Applicability of NonBankruptcy Law Relating to the Perfection or Enforcement of a Lien Fed. R. Bankr. P. 4001(c)(1)(B)(vii) Section 506(c) Waiver Fed. R. Bankr. P. 4001(c)(1)(B)(x) Section 552(b) Waiver Fed. R. Bankr. P. 4001(c)(1)(B) Release, Waivers or Limitation on any Claim or Cause of Action Fed. R. Bankr. P. 4001(c)(1)(B)(viii)

The intercompany advances shall be evidenced by a Liquidity Facility Agreement. Upon entry of the Final Order, First Priority Liens shall attach to Avoidance Actions

See DIP Term Sheet; Interim Order, ¶ 2.

The automatic stay is modified as necessary to (i) permit the granting of DIP Liens and to incur all DIP Obligations under the Term Sheet and the other DIP Loan Documents and (ii) authorize the DIP Agent to retain and apply payments.

See Interim Order ¶ 15(d).

The Interim Order is sufficient and conclusive evidence of the validity, perfection and priority of the DIP Liens without the necessity of filing or recording any financing statement, deed of trust, mortgage, or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect the DIP Liens or to entitle the DIP Liens to the priorities granted in the Interim Order.

See Interim Order ¶5

No expenses of administration shall be charged against or recovered from the Collateral pursuant to section 506(c).

See Interim Order ¶13.

None.

N/A

None.

N/A

Jurisdiction 10.

The Court has jurisdiction to consider this matter pursuant to

28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.

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Background 11.

On the date hereof (the “Petition Date”), each of the Debtors commenced

with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

No trustee, examiner, or statutory

committee of creditors has been appointed in these chapter 11 cases. 12.

Contemporaneously herewith, the Debtors have filed a motion requesting

joint administration of the chapter 11 cases pursuant to Bankruptcy Rule 1015(b). 13.

Additional information regarding the Debtors’ business, capital structure,

and the circumstances leading to the commencement of these chapter 11 cases is set forth in the Declaration of Lisa J. Donahue Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York sworn to on the date hereof (the “Donahue Declaration”), which has been filed with the Court contemporaneously herewith and is incorporated herein by reference. Westinghouse’s Prepetition Financing 14.

Unlike the majority of large multi-national companies entering chapter 11,

the Debtors are not party to any secured funded debt arrangements, and the majority of the Debtors’ assets are unencumbered by liens. The only third party financial debt the Debtors have is a bank credit facility, which has no drawn balance, and includes the LC Facility (as defined below). 15.

In 2006, Toshiba and certain of its affiliates acquired a controlling equity

interest in Westinghouse, and since that time, Westinghouse has relied on Toshiba as its primary source of capital funding. Recent funding from Toshiba to Westinghouse includes (a) $250 million provided to WEC U.S. pursuant to that certain $100 million promissory note dated 11 WEIL:\96077489\5\80768.0015

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February 6, 2017, and that certain $150 million promissory noted dated February 13, 2017 (collectively, the “Promissory Notes”), and (b) $650 million provided to Westinghouse Electric UK Holdings Limited (“WEC UK”) pursuant to that certain Loan Agreement dated as of February 6, 2017. 16.

Beyond Toshiba, Westinghouse’s only other significant source of

prepetition financing was a $625 million letter of credit facility (the “LC Facility”), which certain Debtors and EMEA Entities access pursuant to that certain Second Amended and Restated Credit Agreement dated as of October 7, 2009 (the “LC Agreement”) among WEC U.S. and WEC UK as co-applicants, BNP Paribas, as administrative agent (the “LC Agent”), and a number of banks (the “LC Banks”), as lenders. 17.

In addition to WEC U.S., a number of the Debtors and EMEA Entities

utilize and rely heavily upon the LC Facility to post letters of credit (“LCs”) to support dozens of customer projects across several business lines, as well as to provide financial assurance to nuclear and environmental regulators with respect to potential decommissioning or remediation liabilities. As of the date hereof, the aggregate amount of LCs posted pursuant to the LC Facility is approximately $494 million, which was cash collateralized by a $534 million cash deposit from a special purpose vehicle affiliated with Toshiba on March 28, 2017. As co-applicants under the LC Facility, WEC U.S. and WEC UK are jointly and severally liable for the obligations thereunder. Further, the obligations under the LC Facility are guaranteed by Toshiba pursuant to that certain Second Amended and Restated Parent Guarantee dated as of October 7, 2009 (the “LC Guarantee”).9

WEC U.S., WEC UK, and Toshiba are referred to collectively herein as the “LC Credit Parties”.

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Westinghouse’s Immediate Need for DIP Financing 18.

The Debtors require the financing available under the DIP Facility to have

sufficient liquidity to operate their business and administer their estates during these chapter 11 cases. As a result of the dramatic liquidity drain caused by Westinghouse’s obligations related to construction of the U.S. AP1000 Projects, as of the Petition Date, the Debtors do not have sufficient liquidity to support their ongoing operations.

In addition to funding their own

operations, the Debtors need to access the DIP Facility to provide funding to the EMEA Entities to maintain the solvency and operations of such entities to avoid value destructive actions taken by such entities’ stakeholders. Absent authority to access DIP Financing, even for a limited period of time, Westinghouse (including the EMEA Entities) would not be able to operate its businesses, deteriorating value and causing immediate and irreparable harm to the Debtors’ estates and creditors. A.

Immediate Need to Preserve Debtors’ Operations 19.

Without new financing, the Debtors are currently unable to pay their debts

as they become due. Accordingly, the orderly continuation of the Debtors’ business depends on their ability to access the DIP Facility. The DIP Facility will allow the Debtors to, among other things, make payroll and satisfy other working capital and general corporate purposes of the Debtors, including making essential payments to suppliers and regulatory agencies. 20.

Continuation of the Debtors’ core operations are particularly crucial at this

time given (i) the uncertainty surrounding the construction of the U.S. AP1000 Projects and their impact on the Debtors’ core businesses, and (ii) that the Debtors’ Operating Plant Business is currently in the midst of “outage season,” a high demand period where the Debtors’ customers are dependent on the Debtors to provide maintenance and safety inspections at nuclear power plants. If the Debtors fail to meet this heightened demand from their customers, the value of 13 WEIL:\96077489\5\80768.0015

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their business will significantly deteriorate as customers will be forced to seek services from other sources. In addition to such commercial reasons, given the nature of Westinghouse’s business, any interruption of the Debtors’ ability to pay vendors and operate their businesses could potentially (i) cause environmental hazards or pose significant risk to the environment, (ii) pose a threat to health and public safety, or (iii) compromise the Debtors’ customers’ ability to provide power to the United States electrical grid. 21.

Access to the DIP Facility is essential for the Debtors to assure their

employees, customers, and vendors, as well as the applicable regulatory and governmental bodies, that the Debtors have sufficient capital to continue their operations in the ordinary course of business during the pendency of these chapter 11 cases. B.

Immediate Need to Preserve Value of the EMEA Entities 22.

Equally crucial to the value of the Debtors’ estates and their

reorganization efforts is preserving the value of the EMEA Entities. The Debtors and its EMEA Entities depend heavily on one another for business support relating to operations, intellectual property, credit support and guarantees, and manage certain business lines on a consolidated global basis, and as such, have significant synergies that in effect create a globally integrated and interdependent nuclear service provider. The various Westinghouse entities across the globe rely on one another to share professionals, licenses, equipment, and materials in providing services their customers. 23.

Furthermore, the Debtors have historically relied on the EMEA Entities as

(i) a significant source of revenue through the intercompany purchase of goods and services pursuant to a transfer pricing program, and (ii) a cash-flow positive contributor of liquidity to Westinghouse, and subsequently, to the Debtors. As a result, the value of the Debtors’ estates is dependent upon the EMEA Entities maintaining their operations and going concern value. 14 WEIL:\96077489\5\80768.0015

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Similarly, the value of the EMEA Entities coincides with the Debtors’ value – the two organizational chains are co-dependent. 24.

Until recently, WEC U.S. and WEK UK and certain of their subsidiaries

were party to a cash pooling arrangement (the “Global Cash Pool”) that allowed the parties to efficiently transfer cash to where it was needed in the Westinghouse organization. Withdrawals from the Global Cash Pool generated receivables to the Global Cash Pool owed by withdrawing entities and deposits into the Global Cash Pool generated payables owed to the depositing entities. Certain of the EMEA Entities were dependent on the Global Cash Pool as a source of liquidity. In recent months, as a result of Westinghouse’s deteriorating liquidity, the balance of the Global Cash Pool diminished, causing liquidity issues for a number of the EMEA Entities participants, and raising concerns about their solvency going forward. 25.

The combination of dwindling liquidity in the Global Cash Pool and the

constraints on issuing LCs as a result of the defaults under the LC Agreement, caused certain EMEA Entities to express significant concern regarding their ability to continue to operate as a going concern and/or satisfy certain financial assurance requirements with respect to pension obligations and maintaining nuclear regulatory licenses.

Although the Debtors have been

working closely with the EMEA Entities to manage their liquidity concerns and provide assurance to the relevant regulatory bodies, a financing solution is required. 26.

Given the Debtors’ current liquidity situation, access to the DIP Facility to

provide the EMEA Intercompany Facility is necessary to ensure the orderly continuation of EMEA Entities’ operations and the preservation of the EMEA Entities’ going concern value. The EMEA Intercompany Facility will ensure the financial stability of the EMEA Entities throughout the Debtors’ chapter 11 cases, and allow the Debtors to develop and implement a

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global restructuring solution aimed at maximizing the value of the Westinghouse enterprise for the benefit of the Debtors’ estates. Marketing and Negotiation of DIP Facility 27.

As described in the Buschmann Declaration, leading up to Petition Date,

the Debtors and their advisors engaged in an exhaustive marketing process to obtain postpetition financing. The Debtors’ marketing efforts were led by their proposed investment banker, PJT Partners (“PJT”), who described the Debtors’ process as one of the most competitive and robust they have experienced. 28.

The Debtors’ primary strategic considerations when marketing the

financing opportunity was the identification of an economical and reliable source of financing that could (i) support the Debtors’ need for a sizeable loan to provide for general working capital, (ii) an LC facility to support new LC needs, (iii) be able to accommodate a large onlending intercompany facility to preserve the EMEA Entities, and (iv) provide the Debtors with financing for the duration of their chapter 11 cases that affords them adequate time and flexibility to develop and pursue a restructuring strategy around their core business, all in the best interests of their estates. 29.

In early March, PJT and the Debtors’ other advisors began a

comprehensive postpetition financing marketing process and reached out to numerous potential financing sources to ascertain their interest in providing DIP financing to Westinghouse. In addition to receiving initial interest from their key stakeholders, the Debtors received tremendous interest from the capital markets. Given that the Debtors are in the unique and beneficial position of having no prepetition funded secured debt, there was substantial interest from the financial community in providing financing to the Company.

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In evaluating a number of attractive proposals, the Debtors considered

each prospective lender’s proposed economics, financing structure, perceived deal risk, flexibility, ability to work collaboratively with the Debtors, and market reputation. Ultimately, the Debtors determined that the commitment submitted by Apollo and Citibank met each of its requirements and was the best financing proposal available to the Debtors. The Apollo and Citibank proposal was not only in line with the most favorable economic terms received by the Debtors, but also offered the least restrictive covenants and the most promising prospects for a successful restructuring in these chapter 11 cases, based on the Debtors’ business judgment. 31.

The DIP Facility is unique for a postpetition financing facility of its size in

that it provides the Debtors with maximum flexibility to pursue their reorganization efforts. Unlike most debtor-in-possession financing facilities, the DIP Facility does not subject the Debtors to any case milestones related to the pursuit of a sale or plan, leaving the Debtors with the time and flexibility to develop and implement a restructuring that is in the best interests of their estates. Accordingly, due to the DIP Facility’s competitive economic terms and flexible structure, it is the best financing available to the Debtors. 32.

The DIP Facility offers the Debtors to work collaboratively with a single

term lender, which can reduce the administrative burden associated with obtaining consensus amongst a group of lenders. The DIP Facility provides a vehicle for Apollo—an alternative asset manager with total assets under management of approximately $192 billion, 376 investment professionals, and fifteen offices around the world—to partner together to achieve a successful reorganization of the Debtors’ businesses. 33.

The terms and conditions of the DIP Term Sheet were negotiated

extensively and at arm’s-length by well-represented, independent parties in good faith, and are

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consistent with, if not superior to, the terms generally provided to Debtors in other similar chapter 11 cases. 34.

Through the highly competitive process, the Debtors were able to obtain

the necessary financing on the best terms available in the market. The DIP Facility gives the Debtors the funding and flexibility needed to reorganize around their core businesses and successfully emerge from these chapter 11 cases. The favorable terms of the DIP Facility demonstrate the success of the Debtors’ marketing and negotiation process, and are a testament to the confidence that the capital markets have in the Debtors’ reorganization efforts. Basis for Relief Requested A.

The Debtors Should be Authorized to Obtain DIP Financing 35.

Section 364(c) of the Bankruptcy Code provides, among other things, that

if a debtor is unable to obtain unsecured credit allowable as an administrative expense under section 503(b)(1) of the Bankruptcy Code, the court may authorize the debtor to obtain credit or incur debt (a) with priority over any and all administrative expenses as specified in section 503(b) or 507(b) of the Bankruptcy Code, (b) secured by a lien on property of the estate that is not otherwise subject to a lien, or (c) secured by a junior lien on property of the estate that is subject to a lien. 11 U.S.C. § 364(c). 36.

Section 364(d) of the Bankruptcy Code allows a debtor to obtain credit

secured by a senior or equal lien on property of the estate that is subject to a lien, provided that (a) the debtor is unable to obtain such credit otherwise, and (b) there is adequate protection of the interest of the holder of the lien on the property of the estate on which such senior or equal lien is proposed to be granted. 11 U.S.C. § 364(d). 37.

Provided that a debtor’s business judgment does not run afoul of the

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deference in acting in accordance therewith. See, e.g., Bray v. Shenandoah Fed. Sav. & Loan Ass’n (In re Snowshoe Co.), 789 F.2d 1085, 1089-90 (4th Cir. 1986); In re Ames Dep’t Stores, Inc., 115 B.R. 34, 40 (Bankr. S.D.N.Y. 1990) (“[C]ases consistently reflect that the court’s discretion under section 364 is to be utilized on grounds that permit reasonable business judgment to be exercised so long as the financing agreement does not contain terms that leverage the bankruptcy process and powers or its purpose is not so much to benefit the estate as it is to benefit a party-in-interest.”); see also In re Republic Airways Holdings Inc., No. 16-10429 (SHL), 2016 WL 2616717, at *11 (Bankr. S.D.N.Y. May 4, 2016); In re Simasko Prod. Co., 47 B.R. 444, 449 (D. Colo. 1985); Funding Sys. Asset Mgmt. Corp. v. Key Capital Corp. (In re Funding Sys. Asset Mgmt. Corp.), 72 B.R. 87, 88 (Bankr. W.D. Pa. 1987); In re Curlew Valley Assocs., 14 B.R. 506, 513-14 (Bankr. D. Utah 1981). 38.

Section 364(d) does not require that a debtor seek alternative financing

from every possible lender; rather, the debtor simply must demonstrate sufficient efforts to obtain financing without the need to grant a senior lien. In re Snowshoe Co., 789 F.2d at 1088 (demonstrating that credit was unavailable absent the senior lien by establishment of unsuccessful contact with other financial institutions in the geographic area); In re 495 Central Park Ave. Corp., 136 B.R. 626, 631 (Bankr. S.D.N.Y. 1992) (debtor testified to numerous failed attempts to procure financing from various sources, explaining that “most banks lend money only in return for a senior secured position”); In re Aqua Assocs., 123 B.R. 192, 197 (Bankr. E.D. Pa. 1991) (debtor’s “evidence of a credit quest” adequately established that some degree of priming loan was necessary for the debtor to obtain funding). 39.

The Debtors were unable to (a) procure sufficient financing (i) in the form

of unsecured credit allowable under section 503(b)(1), (ii) as an administrative expense under

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section 364(a) or (b). As such, the Debtors negotiated the secured DIP Facility with Apollo and Citibank to secure the DIP Facility on the terms set forth herein. 40.

The Debtors submit that the circumstances of these cases require the

Debtors to obtain financing under sections 364(c) and (d) of the Bankruptcy Code, and accordingly, the DIP Facility reflects the exercise of their sound business judgment. 41.

The terms and conditions of the DIP Facility are fair and reasonable, and

were negotiated extensively and at arm’s length. Consummation of the DIP Facility is in the best interest of the Debtors’ estates, their creditors, and all parties in interest in these chapter 11 cases and is consistent with the Debtors’ exercise of their fiduciary duty. The DIP Facility is tailored to the Debtors’ needs and will afford the Debtors immediate access to financing that allow them to pay current and ongoing expenses, such as employee wages, vendor costs, and taxes to allow them to operate in the ordinary course of business and preserve the value of their estates. Further, approval of the DIP Facility will provide confidence to the Debtors’ creditors and commercial and regulatory partners, which will enable and encourage them to continue their critical relationships with the Debtors. 42.

The DIP Facility, if approved, will also be used to advance proceeds to the

EMEA Intercompany Borrowers pursuant to the EMEA Intercompany Facility. Unless these outlays are made, certain EMEA Entities may be forced to precipitously commence local insolvency proceedings, which would result in irreparable harm to the Debtors’ estates. Indeed, the implementation of the DIP Facility will provide the Debtors with the funding necessary to reorganize and successfully emerge from these chapter 11 cases. B.

DIP Lenders Should Be Deemed Good Faith Lenders under Section 364(e) 43.

Section 364(e) of the Bankruptcy Code protects a good faith lender’s right

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authority of the debtor to obtain such loans or grant such liens is later reversed or modified on appeal. Section 364(e) provides that: The reversal or modification on appeal of an authorization under this section [364 of the Bankruptcy Code] to obtain credit or incur debt, or of a grant under this section of a priority or a lien, does not affect the validity of any debt so incurred, or any priority or lien so granted, to an entity that extended such credit in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and the incurring of such debt, or the granting of such priority or lien, were stayed pending appeal. 11 U.S.C. § 364(e). 44.

As explained in detail herein and in the Buschmann Declaration, the DIP

Facility is the result of the Debtors’ reasonable and informed determination that Apollo and Citibank offered the most favorable terms pursuant to which the Debtors could obtain postpetition financing. All negotiations regarding the DIP Facility were conducted in good faith and on an arm’s length basis. The terms and conditions of the DIP Facility are fair and reasonable, and the proceeds of the DIP Facility will be used only for purposes that are permissible under the Bankruptcy Code. Further, no consideration is being provided to any party to the DIP Facility other than as described herein. Accordingly, the Court should find that the DIP Lenders are “good faith” lenders within the meaning of section 364(e) of the Bankruptcy Code, and are entitled to all of the protections afforded by that section. C.

Proposed Interim Order Should Be Granted 45.

Bankruptcy Rule 4001(c) provides that a final hearing on a motion to

obtain financing may not be commenced earlier than 14 days after the service of such motion. Upon request, however, the Court is authorized to conduct a preliminary expedited hearing on a motion to access the DIP Facility to the extent necessary to avoid immediate and irreparable harm to a debtor’s estate pending a final hearing. Pursuant to Bankruptcy Rule 4001(c), the

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Debtors request that the Court conduct an expedited preliminary hearing on the Motion and (i) authorize the Debtors to obtain Financing in order to (a) maintain and finance their ongoing operations, and (b) avoid immediate and irreparable harm and prejudice to the Debtors’ estates and all parties in interest, and (ii) schedule a Final Hearing on the relief requested herein. 46.

Absent authorization from the Court to access the DIP Loans on an interim

basis pending a Final Hearing, the Debtors and their creditors will be immediately and irreparably harmed. As set forth above, the Debtors’ ability to access the DIP Facility on the terms described herein is critical to their ability to operate their business in the ordinary course. Accordingly, the Interim Order should be granted. D.

Scope of Carve-Out Is Appropriate 47.

The DIP Liens are subject to the Carve- Out. Without the Carve-Out, the

Debtors and other parties in interest may be deprived of certain rights and powers because the services for which professionals may be paid in these chapter 11 cases would be restricted. See In re Ames Dep’t Stores, Inc., 115 B.R. 34, 40 (Bankr. S.D.N.Y. 1990) (observing that courts insist on carve-outs for professionals representing parties in interest because “[a]bsent such protection, the collective rights and expectations of all parties-in-interest are sorely prejudiced”).

The Carve-Out does not directly or indirectly deprive the Debtors’ estates or

other parties in interest of possible rights and powers. Additionally, the Carve- Out ensures that assets will be available for the payment of fees of the Clerk of the Bankruptcy Court or the Office of the United States Trustee for the Southern District of New York and professional fees of the Debtors and a Committee. E.

Automatic Stay Should Be Modified on a Limited Basis 48.

The relief requested herein contemplates a modification of the automatic

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and standard features for DIP financing, and in the Debtors’ business judgment, are reasonable and fair under the present circumstances. See, e.g., In re SunEdison, Inc., Ch. 11 Case No. 1610992 (SMB) (Bankr. S.D.N.Y. Apr. 26, 2016) [Docket No. 87]; In re Aeropostale, Inc., Case No. 16-11275 (SHL) (Bankr. S.D.N.Y. May 06, 2016) [Docket No. 99]; In re The Great Atl. & Pac. Tea Co., Inc., Case No. 15-23007 (RDD) (Bankr. S.D.N.Y. July 21, 2015) [Docket No. 88]; In re Chassix Holdings, Inc., Case No. 15-10578 (MW) (Bankr. S.D.N.Y. Mar. 13, 2015) [Docket No. 67]; In re Residential Capital, LLC, Ch. 11 Case No. 12-12020 (MG) (Bankr. S.D.N.Y May 15, 2012) [Docket No. 80]. F.

Debtors Require Immediate Access to DIP Financing 49.

The Court may grant interim relief in respect of a motion filed pursuant to

section 363(c) or 364 of the Bankruptcy Code where, as here, interim relief is “necessary to avoid immediate and irreparable harm to the estate pending a final hearing.” Fed. R. Bankr. P. 4001(b)(2), (c)(2). In examining requests for interim relief under this rule, courts generally apply the same business judgment standard applicable to other business decisions. See In re Ames Dep’t Stores, 115 B.R. at 36. 50.

The Debtors and their estates will suffer immediate and irreparable harm if

the interim relief requested herein, including authorizing the Debtors to borrow an aggregate principal amount of $350 million under the DIP Facility, including the issuance of LCs in an aggregate available amount of $100 million under the DIP LC Facility is not granted promptly after the Petition Date. The Debtors have an immediate need for access to financing to lend to EMEA Entities, continue the operation of their business, maintain their key business relationships, meet payroll, procure goods and services from vendors and suppliers, and otherwise satisfy their working capital and operational needs, all of which is required to preserve and maintain the Debtors’ value for the benefit of all parties in interest. 23 WEIL:\96077489\5\80768.0015

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The importance of a debtor’s ability to access sizeable debtor-in-

possession financing facilities to prevent immediate and irreparable harm to its estate has been repeatedly recognized in this circuit in similar circumstances. See, e.g., In re Breitburn Energy Partners LP, Case No. 16-11390 (SMB) (Bankr. S.D.N.Y. May 23, 2016) [Docket No. 73] (order approving postpetition financing on an interim basis); In re SunEdison, Inc., Case No. 1610992 (SMB) (Bankr. S.D.N.Y. Apr. 26, 2016) [Docket No. 87] (same); In re The Great Atl. & Pac. Tea Co., Inc., Case No. 15-23007 (RDD) (Bankr. S.D.N.Y. July 21, 2015) [Docket No. 88] (order approving postpetition financing on an interim basis); In re Chassix Holdings, Inc., Case No. 15-10578 (MW) (Bankr. S.D.N.Y. Mar. 13, 2015) [Docket No. 67] (same); In re Eastman Kodak Co., Case No. 12-10202 (MEW) (Bankr. S.D.N.Y. Jan. 20, 2012) [Docket No. 54] (same); In re Tronox Inc., Case No. 09-10156 (MEW) (Bankr. S.D.N.Y. Jan. 13, 2009) [Docket No. 46] (same); In re Lyondell Chem. Co., No. 09-10023 (REG) (Bankr. S.D.N.Y. Jan. 8, 2009) [Docket No. 79] (same). 52.

Accordingly, for the reasons set forth above, prompt entry of the Interim

Order is necessary to avert immediate and irreparable harm to the Debtors’ estates and is consistent with, and warranted under, Bankruptcy Rules 4001(b)(2) and (c)(2) as well as Bankruptcy Rule 6003(b). Bankruptcy Rule 4001(a)(3) Should Be Waived 53.

The Debtors request a waiver of the stay of the effectiveness of the order

approving this Motion under Bankruptcy Rule 4001(a)(3).

Bankruptcy Rule 4001(a)(3)

provides, “[an] order granting a motion for relief from an automatic stay made in accordance with Rule 4001(a)(1) is stayed until the expiration of fourteen days after entry of the order, unless the court orders otherwise.” As explained herein, access to the DIP Facility is essential to prevent irreparable damage to the Debtors’ estates. Accordingly, ample cause exists to justify 24 WEIL:\96077489\5\80768.0015

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the waiver of the fourteen-day stay imposed by Bankruptcy Rule 4001(a)(3), to the extent such stay applies. Bankruptcy Rule 6003 Has Been Satisfied 54.

Bankruptcy Rule 6003(b) provides that, to the extent relief is necessary to

avoid immediate and irreparable harm, a bankruptcy court may issue an order granting “a motion to use, sell, lease, or otherwise incur an obligation regarding property of the estate, including a motion to pay all or part of a claim that arose before the filing of the petition” before 21 days after filing of the petition. The Debtors’ estates would suffer immediate and irreparable harm if the relief sought herein is not promptly granted. Accordingly, the Debtors submit that the relief requested herein is necessary to avoid immediate and irreparable harm and, therefore, Bankruptcy Rule 6003 is satisfied. Request for Bankruptcy Rule 6004(a) and (h) Waivers 55.

To implement the foregoing successfully, the Debtors seek a waiver of the

notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). As explained above and in the Buschmann Declaration, the relief requested herein is necessary to avoid immediate and irreparable harm to the Debtor’s estates. Accordingly, ample cause exists to justify the waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay imposed by Bankruptcy Rule 6004(h), to the extent such notice requirements and such stay apply. Reservation of Rights 56.

Nothing contained herein is intended 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 25 WEIL:\96077489\5\80768.0015

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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. Likewise, if the Court grants the relief sought herein, any payment made pursuant to the Court’s order is not intended to be and should not be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute such claim subsequently. Notice 57.

Notice of this Motion will be provided to (i) the Office of the U.S. Trustee

for Region 2; (ii) the holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (iii) the Securities and Exchange Commission; (iv) the Internal Revenue Service; (v) the United States Attorney’s Office for the Southern District of New York; (vi) proposed counsel to Debtor Toshiba Nuclear Energy Holdings (UK) Limited, Togut, Segal & Segal LLP, One Penn Plaza, Suite 3335, New York, NY 10119 (Attn: Albert Togut, Esq.); (vii) counsel to Toshiba Corporation, Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, CA 90071 (Attn: Van C. Durrer II, Esq. and Annie Z. Li, Esq.); (viii) counsel to the Debtors’ prepetition agent under that certain Second Amended and Restated Credit Agreement, dated as of October 7, 2009 (as amended), Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, IL 60611 (Attn: Zulfiqar Bokhari, Esq.); (ix) counsel to the lenders under the Debtors’ proposed DIP Facility, (a) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019-6064 (Attn: Jeffrey D. Saferstein, Esq.) and (b) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 2001 K Street, NW, Washington, DC 20006-1047 (Attn: Claudia R. Tobler, Esq.); (x) counsel to the agents and letter of credit issuer under the Debtors’ proposed DIP Facility, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022 (Attn: Fredric Sosnick, Esq. and Ned S. 26 WEIL:\96077489\5\80768.0015

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Schodek, Esq.); (xi) the Banks; and (xii) all lessors under any material real property leases; (xiii) any federal, state or local environmental or similar regulatory agencies in jurisdictions in which the Debtors operate; and (xiv) all other parties asserting a lien on, or a security interest in, the assets of the Debtors to the extent reasonably known to the Debtors (collectively, the â&#x20AC;&#x153;Notice Partiesâ&#x20AC;?). The Debtors submit that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 58.

The Debtors submit that, in view of the facts and circumstances, such

notice is sufficient and no other or further notice need be provided. 59.

No previous request for the relief sought herein has been made by the

Debtors to this or any other court.

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WHEREFORE the Debtors respectfully request entry of the Interim Order granting the relief requested herein and such other and further relief as the Court may deem just and appropriate. Dated: March 29, 2017 New York, New York /s/ Garrett A. Fail Gary T. Holtzer Robert J. Lemons Garrett A. Fail WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: gary.holtzer@weil.com Email: robert.lemons@weil.com Email: garrett.fail@weil.com Proposed Attorneys for Debtors and Debtors in Possession -andAlbert Togut Brian F. Moore Kyle J. Ortiz TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York 10119 Telephone: (212) 594-5000 Facsimile: (212) 967-4258 Email: altogut@teamtogut.com Email: bmoore@teamtogut.com Email: kortiz@teamtogut.com Proposed Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited

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Exhibit A Proposed Interim Order

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Chapter 11 Case No. 17-_____ (___) (Joint Administration Pending)

INTERIM ORDER (I) AUTHORIZING DEBTORS TO OBTAIN SENIOR SECURED, SUPERPRIORITY, POSTPETITION FINANCING, (II) GRANTING LIENS AND SUPERPRIORITY CLAIMS, AND (III) SCHEDULING FINAL HEARING, PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 362, 363, 364 AND 507, BANKRUPTCY RULES 2002, 4001, 6004, AND 9014 AND LOCAL RULE 4001-2 Upon the motion, dated March 29, 2017 (the “Motion”), of Westinghouse Electric Company LLC, a Delaware limited liability company (“WEC LLC” or the “Borrower”) along with the debtors and debtors in possession in the above-captioned cases (collectively with the Borrower, the “Debtors” and together with the non-Debtor affiliates, the “Company”) seeking, pursuant to sections 105, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), and 507 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 4001, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and the local rules for the United States Bankruptcy Court for the

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.

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Southern District of New York (the “Local Bankruptcy Rules”), entry of an interim order (this “Interim Order”) and final order (the “Final Order”): (i)

authorizing the Borrower to enter into a senior-secured, priming, superpriority

debtor-in-possession new money term loan facility in an aggregate principal amount not to exceed $800,000,000 (together with the Letter of Credit Facility (as defined below), the “DIP Facility”) 2 from Apollo Investment Corporation, AP WEC Debt Holdings LLC, Midcap Financial Trust, Amundi Absolute Return Apollo Fund PLC, and Ivy Apollo Strategic Income Fund (collectively, “Apollo” or the “Initial Lender”) and the other banks, financial institutions or institutional lenders that may be identified by Apollo from time to time in consultation with the Company (collectively, together with the L/C Issuer (as defined below), the “Lenders”) and with Citibank, N.A. as administrative agent (in such capacity, and together with its permitted successors and assigns, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its permitted successors and assigns, the “Collateral Agent”, and together with the Administrative Agent, the “Agents”); (ii)

subject to entry of this Interim Order, authorizing the Debtors to immediately

obtain term loans under the DIP Facility (the “DIP Loans”) on an interim basis pursuant to the terms and conditions of the term sheet attached hereto as Exhibit 1 (the “Term Sheet”) and, subject to entry of the Final Order, on a final basis pursuant to a loan agreement (the “DIP Credit Agreement”), on a several and joint basis, in each case for use in accordance with the rolling 13-week cash flow forecast which is attached hereto as Exhibit 2 (the

Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Term Sheet.

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“Budget”), (1) during the period (the “Interim Period”) from the date of the initial extension of credit (the “DIP Closing”; and the date on which the DIP Closing occurs, the “DIP Closing Date”) under the DIP Facility, through and including the earlier to occur of (x) the date of entry of the Final Order (defined below) by this Court and (y) the Termination Date (defined below), in an aggregate principal amount not to exceed $350,000,000 at any time outstanding (the “Interim DIP Term Loans”) and (2) upon the entry of the Final Order and satisfaction of all applicable conditions precedent under the DIP Credit Agreement in accordance therewith (the “Final Term Funding Date”) until the Termination Date, in an aggregate principal amount not to exceed $800,000,000, provided, that up to $225,000,000 of such new money funding shall be used to back-stop a letter of credit facility (the “Letter of Credit Facility”) with Citigroup Global Markets Inc., as issuing bank (in such capacity, and together with its permitted successors and assigns, the “L/C Issuer”) on the terms described in the Term Sheet and the other DIP Loan Documents, provided, further that the Letter of Credit Sublimit may be drawn on the DIP Closing Date in the amount of $100,000,000, with the remaining balance to be drawn on the Final Term Funding Date, and that the L/C Issuer’s commitment to issue Letters of Credit under the Letter of Credit Facility will be limited to $100,000,000 on the DIP Closing Date, with the remaining commitment available after the Final Term Funding Date; (iii)

authorizing (a) each of the Debtors, other than the Borrower and TSB Nuclear

Energy Services Inc. (collectively, the “US Guarantors”), and Toshiba Nuclear Energy Holdings (UK) Limited (the “UK Parent” and, together with the US Guarantors, the “Guarantors” and collectively with the Borrower, the “Loan Parties”) to jointly and severally guarantee on a secured basis the DIP Loans and the DIP Obligations (as defined 3 WEIL:\96076054\11\80768.0015

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below) including the Borrower’s and the other Loan Parties’ obligations in respect of the DIP Facility (including the Letter of Credit Facility and the Intercompany Facility as defined below); (iv)

authorizing the Debtors to execute and deliver the Term Sheet (as defined

below), the DIP Credit Agreement and other final documentation, each (including the Term Sheet and DIP Credit Agreement) in form and substance acceptable to the Initial Lender and consistent with the terms of the Term Sheet, including security agreements, deposit account control agreements, pledge agreements, mortgages, guaranties, promissory notes, and other customary documents, whether upon entry of this Interim Order or the Final Order, as applicable (the Term Sheet collectively, with the DIP Credit Agreement and such other final documentation, the “DIP Loan Documents”), which final documents shall be in form and substance acceptable to the Initial Lender and filed with the Bankruptcy Court no later than ten (10) business days after the Petition Date or such later date as may be agreed to by the Initial Lender and the Debtors; (v)

authorizing the Loan Parties to advance DIP Facility proceeds to the parties

listed on Schedule 2 attached to the Term Sheet (collectively, the “Intercompany Borrowers”), pursuant to an intercompany revolving loan (the “Intercompany Facility”) evidenced by a Liquidity Facility Agreement (the “Liquidity Facility Agreement”), subject to the caps and other terms and conditions set forth herein, in the Term Sheet and in the other DIP Loan Documents; (vi)

authorizing the Debtors to execute and deliver the Term Sheet, and subject to

entry of the Final Order, the DIP Loan Documents and to perform such other and further acts as may be necessary, desirable, or appropriate in connection therewith; 4 WEIL:\96076054\11\80768.0015

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(vii) granting to the Agents for the benefit of the Lenders (collectively, the “DIP Secured Parties”), in respect of their respective DIP Obligations (defined below), allowed superpriority administrative claims pursuant to section 364(c)(1) of the Bankruptcy Code, and automatically perfected liens on and security interests in all assets and property of the Borrower and the Debtors (now owned or hereafter acquired) pursuant to Sections 364(c)(2), 364(c)(3) and 364(d)(1) of the Bankruptcy Code, in each case as and to the extent set forth in this Interim Order, the Term Sheet or the other DIP Loan Documents, and, with the exception of the L/C Cash Collateral (as defined below) subject to the CarveOut (defined below); (viii) authorizing and directing the Debtors to pay to the Agents, arrangers and Lenders all fees, costs and expenses due to the Lender Parties and Agents pursuant to the Term Sheet, related fee letters (the “Fee Letters”) or other DIP Loan Documents; (ix)

limiting the Debtors’ right to surcharge against collateral pursuant to section

506(c) of the Bankruptcy Code; (x)

vacating and modifying the automatic stay imposed by section 362 of the

Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of the DIP Facility, this Interim Order, the Term Sheet or the other DIP Loan Documents; (xi)

scheduling an emergency hearing (the “Interim Hearing”) to consider entry of

this Interim Order; (xii) scheduling a final hearing (the “Final Hearing”) to consider entry of the Final Order granting the relief requested in the Motion on a final basis and approving the form of

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notice with respect to the Final Hearing and the transactions contemplated by the Motion; and (xiii) waiving any applicable stay (including under Bankruptcy Rule 6004) with respect to the effectiveness and enforceability of this Interim Order and providing for the immediate effectiveness of this Interim Order. The Court, having considered the Motion, the terms of the DIP Facility, the Term Sheet and the declaration of Mark Buschmann (the “Buschmann Declaration”) filed in support of the Motion, and the evidence submitted at the Interim Hearing held before this Court on [●], 2017, to consider entry of this Interim Order; and in accordance with Bankruptcy Rules 4001(b)(2) and (c)(2), due and proper notice of the Motion and the Interim Hearing having been given; and it appearing that approval of the interim relief requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors pending the Final Hearing, and is otherwise fair and reasonable and in the best interests of the Debtors, their creditors and their estates, and essential for the continued operation of the Debtors’ and non-debtor affiliates’ businesses; and all objections, if any, to the entry of this Interim Order having been withdrawn, resolved or overruled by the Court; and after due deliberation and consideration, and for good and sufficient cause appearing therefor: THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:3 A.

Disposition. The Motion is granted on an interim basis in accordance with the

terms of this Interim Order. Any objections to the Motion with respect to the entry of this

The findings and conclusions set forth herein constitute the Bankruptcy Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052. To the extent any findings of fact constitute conclusions of law, they are adopted as such. To the extent any conclusions of law constitute findings of fact, they are adopted as such.

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Interim Order that have not been withdrawn, waived or settled, and all reservations of rights included therein, are hereby denied and overruled. B.

Petition Date. On March 29, 2017 (the “Petition Date”), the Debtors filed

voluntary petitions under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (the “Court”). The Debtors are authorized to continue in the management and operation of their businesses and properties as debtors-inpossession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. C.

Jurisdiction and Venue. The Court has jurisdiction over these proceedings,

pursuant to 28 U.S.C. §§ 157 and 1334.

Consideration of the Motion constitutes a core

proceeding under 28 U.S.C. § 157(b)(2). Venue for the chapter 11 cases and the proceedings on the Motion is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The bases for the relief sought in the Motion and granted in this Interim Order are sections 105, 361, 362, 363, 364 and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 6004 and 9014, and the Local Rules. D.

Committee Formation.

As of the date hereof, no official committee of

unsecured creditors or any other statutory committee (collectively, a “Committee”) has been appointed in the chapter 11 cases pursuant to sections 328 or 1103 of the Bankruptcy Code. E.

Notice. Notice of the Interim Hearing and the relief requested in the Motion has

been provided by the Debtors, by telecopy, email, overnight courier and/or hand delivery, to: (a) the Office of the U.S. Trustee for the Southern District of New York (the “U.S. Trustee”); (b) counsel to Apollo; (c) counsel to the Agents and L/C Issuer (d) the U.S. Attorney for the Southern District of New York; (f) counsel to Toshiba Corporation; (g) the 7 WEIL:\96076054\11\80768.0015

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parties listed in the consolidated list of thirty (30) largest unsecured creditors filed by the Debtors in these chapter 11 cases; (h) the Internal Revenue Service; (i) the Securities and Exchange Commission; (j) all lessors under any material real property leases; (k) any federal, state or local environmental or similar regulatory agencies in jurisdictions in which the Debtors operate; and (l) all other parties asserting a lien on, or a security interest in, the assets of the Debtors to the extent reasonably known to the Debtors (collectively, the “Notice Parties”).

Under the

circumstances, such notice of the Interim Hearing and the relief requested in the Motion constitutes due, sufficient and appropriate notice and complies with section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002 and 4001(b) and (c), and the Local Bankruptcy Rules. F.

No Control. None of the Agents or the other DIP Secured Parties are control

persons or insiders of the Debtors or any of their affiliates by virtue of any of the actions taken with respect to, in connection with, related to, or arising from the DIP Facility, the Term Sheet or the other DIP Loan Documents. G.

No Claims or Causes of Action.

As of the date hereof, there exist no

claims or causes of action against the Agents or the other DIP Secured Parties with respect to, in connection with, related to, or arising from the Term Sheet or the other DIP Loan Documents that may be asserted by the Loan Parties or, to the Debtors’ knowledge, any other person or entity. H.

DIP Liens Valid and Enforceable. The DIP Liens granted to the Agents on

behalf of the Lenders shall be valid, enforceable and non-avoidable liens against the Loan Parties.

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Immediate Need for Postpetition Financing.

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The Debtors have requested

immediate entry of this Interim Order pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2) and the Local Bankruptcy Rules. Good cause has been shown for immediate entry of this Interim Order pursuant to such rules. An immediate need exists for the Loan Parties to obtain funds and liquidity in order to, as the case may be, continue operations, to pay the costs and expenses of administering the chapter 11 cases, and to administer and preserve the value of their businesses and estates. The ability of the Loan Parties to finance their operations, to preserve and maintain the value of their assets and to maximize the return for all creditors requires the availability of the DIP Facility. In the absence of the availability of such funds and liquidity in accordance with the terms hereof, the continued operation of the Loan Partiesâ&#x20AC;&#x2122; and the Intercompany Borrowersâ&#x20AC;&#x2122; businesses would not be possible, and serious and irreparable harm to the Debtors and their estates and creditors would occur. Thus, the ability of the Loan Parties to preserve and maintain the value of their assets and maximize the return for creditors requires the availability of working capital from the DIP Facility. J.

No Credit Available on More Favorable Terms. The Debtors have been unable

to obtain: (a) adequate unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense; (b) credit for money borrowed with priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code; (c) credit for money borrowed secured by a lien on property of the estate that is not otherwise subject to a lien; or (d) credit for money borrowed secured by a junior lien on property of the estate which is subject to a lien. The Debtors have also been unable to obtain credit for borrowed money without granting the DIP Liens and the DIP Superpriority Claims (defined below) to (or for the benefit of) the DIP Secured Parties. Moreover, the Debtors were 9 WEIL:\96076054\11\80768.0015

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unable to obtain financing from sources other than the Lenders on more favorable terms and conditions than the terms and conditions of the DIP Facility. K.

Use of Proceeds of the DIP Facilities and Collateral. All proceeds of the

Collateral (defined below), including proceeds realized from a sale or disposition thereof, or from payment thereon, and all proceeds of the DIP Facility shall only be used and/or applied in accordance with the terms and conditions of this Interim Order, the Term Sheet, the Budget or the other DIP Loan Documents, for the types of expenditures set forth in the Budget. L.

Section 506(c) Waiver. The DIP Secured Parties are entitled to the benefits of,

and shall receive, a waiver of Section 506(c) of the Bankruptcy Code. M.

Extension of Financing. The DIP Secured Parties have indicated a willingness

to provide financing to the Loan Parties in accordance with the Term Sheet and the other DIP Loan Documents (including the Budget) and subject to (i) the entry of this Interim Order (ii) approval of each provision of the Term Sheet, and (iii) findings by this Court that such financing is essential to the Debtorsâ&#x20AC;&#x2122; estates (and the continued operation of the Loan Parties), that the DIP Secured Parties are good faith financiers, and that the DIP Secured Partiesâ&#x20AC;&#x2122; claims, superpriority claims, security interests and liens and other protections granted pursuant to and in connection with this Interim Order (and the Final Order) and the DIP Facility (including the DIP Superpriority Claims and the DIP Liens), will not be affected by any subsequent reversal, modification, vacatur, stay or amendment of, as the case may be, this Interim Order, the Final Order or any other order, as provided in section 364(e) of the Bankruptcy Code.

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Business Judgment and Good Faith Pursuant to Section 364(e). (i)

The Term Sheet results from a competitive process the Debtors, along

with their advisors, conducted to select the best available financing under the circumstances. The Term Sheet, DIP Facility and the other DIP Loan Documents were negotiated in good faith and at armâ&#x20AC;&#x2122;s length among the Loan Parties and the Lenders. The terms and conditions of the DIP Facility, Term Sheet and the other DIP Loan Documents, and the fees paid and to be paid thereunder, are fair, reasonable, and the best available under the circumstances, reflect the Debtorsâ&#x20AC;&#x2122; exercise of prudent business judgment consistent with their fiduciary duties, and constitute reasonably equivalent value and consideration; (ii)

all obligations incurred, payments made, and transfers or grants of security

set forth in this Interim Order, the Term Sheet and the other DIP Loan Documents by any Loan Party are granted to or for the benefit of the Loan Parties for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby; and (iii)

the use of the proceeds to be extended under the Term Sheet, the

DIP Facility and the other DIP Loan Documents (including the Letter of Credit Facility and Intercompany Facility) shall be deemed to be extended by the DIP Secured Parties in good faith and for valid business purposes and uses, and in express reliance upon the protections offered by section 364(e) of the Bankruptcy Code, and the DIP Secured Parties (and the successors and assigns of each) are entitled to the full protection and benefits of section 364(e) of the Bankruptcy Code whether or not this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise.

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Relief Essential; Best Interest.

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The relief requested in the Motion (and

provided in this Interim Order) is necessary, essential and appropriate for the continued operation of the Loan Partiesâ&#x20AC;&#x2122; businesses and the management and preservation of their assets and property. It is in the best interest of the Debtorsâ&#x20AC;&#x2122; estates that the Loan Parties be allowed to enter into the Term Sheet and the other DIP Loan Documents, incur the DIP Obligations and grant the liens and claims contemplated by the Term Sheet, in this Interim Order and under the DIP Loan Documents to the DIP Secured Parties. NOW, THEREFORE, on the Motion of the Debtors and the record before this Court with respect to the Motion, including the record made during the Interim Hearing and the Buschmann Declaration, and with the consent (or deemed consent, as applicable) of the Debtors and the DIP Secured Parties, and good and sufficient cause appearing therefor, IT IS ORDERED that: 1.

Motion Granted. The Motion is granted on an interim basis in accordance with

the terms and conditions set forth in this Interim Order. Any objections to the Motion with respect to entry of this Interim Order to the extent not withdrawn, waived or otherwise resolved, and all reservation of rights included therein, are hereby denied and overruled. 2.

DIP Facilities. (a)

DIP Obligations, etc.

The Debtors are expressly and immediately

authorized and empowered to enter into the Term Sheet and the other DIP Loan Documents and to incur and to perform the DIP Obligations in accordance with and subject to this Interim Order (and, upon its entry, a Final Order), the Term Sheet and the other DIP Loan Documents, to enter into, execute and/or deliver all the DIP Loan Documents and all other instruments, certificates, agreements and documents, and to take all actions, which may be required or otherwise 12 WEIL:\96076054\11\80768.0015

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necessary for the performance by the Loan Parties under the Term Sheet and the other DIP Loan Documents, including the Corporate Reorganization and the creation and perfection of the DIP Liens described and provided for herein. The Debtors are hereby authorized and directed to pay, without further court order, all principal, interest, fees, costs and expenses (whether arising pre- or post-petition), indemnities and other amounts described herein, in the Term Sheet, the Fee Letters, or in the other DIP Loan Documents as such shall accrue and become due hereunder or thereunder, including, without limitation, the reasonable fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Shearman & Sterling LLP, each as counsel to the Agents and the Lenders, an investment banker and financial advisor to the Lenders, and any other advisor or consultant, as may be reasonably required, or counsel (including any special, local or “conflicts” counsel) (collectively, the “DIP Facility Professionals”), as and to the extent provided for herein, the Term Sheet and in the other DIP Loan Documents (collectively, all loans, advances, extensions of credit, financial accommodations, fees, expenses and other liabilities, and all other Obligations (including indemnities and similar obligations) under the DIP Loan Documents, the “DIP Obligations”).

The Term Sheet and the other DIP Loan

Documents and all DIP Obligations represent, constitute and evidence, as the case may be, valid and binding, joint and several, obligations of the Loan Parties, enforceable against the Loan Parties, their estates and any successors thereto in accordance with their terms. All obligations incurred, payments made, and transfers or grants of security set forth in this Interim Order, the Term Sheet or the other DIP Loan Documents by any Loan Party are granted to or for the benefit of the Loan Parties for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. No obligation incurred, payment made, transfer or grant of 13 WEIL:\96076054\11\80768.0015

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security set forth in the Term Sheet or the other DIP Loan Documents, in each case whether pre or post-petition, by any Loan Party as approved under this Interim Order shall be stayed, restrained, voided, voidable or recoverable under the Bankruptcy Code or under any applicable non-bankruptcy law, or subject to any defense, reduction, setoff, recoupment or counterclaim. The term of the DIP Facility shall commence on the date of entry of this Interim Order and shall end on the Termination Date, subject to the terms and conditions set forth in this Interim Order, the Term Sheet or in the other DIP Loan Documents, including the protections afforded a party acting in good faith under section 364(e) of the Bankruptcy Code. (b)

Authorization to Borrow, etc.

In order to continue to operate the

Companyâ&#x20AC;&#x2122;s businesses, subject to the terms and conditions of this Interim Order, the Term Sheet and the other DIP Loan Documents (including the Budget), during the Interim Period: i. the Borrower is hereby authorized to borrow under the DIP Facility and issue letters of credit under the Letter of Credit Facility, and the Guarantors are authorized to guarantee repayment of (x) such DIP Obligations in respect of the DIP Facility, up to an aggregate principal amount of $350,000,000 and (y) any DIP Obligations up to an aggregate principal amount of $100,000,000 in respect of Interim letters of credit under the Letter of Credit Facility incurred pursuant to, and in accordance with, this Interim Order, the Term Sheet and the other DIP Loan Documents. ii. the Borrower and the other Loan Parties are authorized to advance to the Intercompany Borrowers, pursuant to the Intercompany Facility, (a) upon completion of the G&C Requirements (as defined below) with respect to 14 WEIL:\96076054\11\80768.0015

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any Intercompany Borrower or Intercompany Beneficiary (as defined below) organized in the United Kingdom, up to $300 million of such Intercompany Facility, including in the form of letters of credit issued for the account of Intercompany Borrowers in the aggregate amount up to $50 million under the Letter of Credit Facility and (b) subject to the completion of the remaining G&C Requirements, an additional $75 million of such Intercompany Facility may be advanced, including in the form of letters of credit issued for the account of Intercompany Borrowers in the aggregate amount up to $25 million under the Letter of Credit Facility (for the avoidance of doubt, the maximum amount of the Intercompany Facility shall be $375 million). iii. The intercompany advances shall be evidenced by the Liquidity Facility Agreement, and be subject to the caps and other terms and conditions set forth herein, in the Term Sheet or in the other DIP Loan Documents. iv. The obligations of the Intercompany Borrowers under the Intercompany Facility shall, subject to local law limitations, regulatory consents and requirements, corporate benefit, financial assistance, existing contractual restrictions/prohibitions and other limitations to be agreed, among the Loan Parties and the Lenders, be (a) guaranteed by any Intercompany Borrower that receives, directly or indirectly, proceeds from the Intercompany Facility (the â&#x20AC;&#x153;Intercompany Beneficiariesâ&#x20AC;?) and each other Intercompany Borrower and (b) secured by the assets of such Intercompany Beneficiaries and Intercompany Borrowers, in each case, to 15 WEIL:\96076054\11\80768.0015

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the extent required by the applicable local jurisdiction requirements set forth on Schedule 1 to the Term Sheet (the “G&C Requirements”). (c)

Conditions Precedent. The DIP Secured Parties shall have no obligation

to extend credit under the DIP Facility or any other financial accommodation hereunder, the Term Sheet or under the other DIP Loan Documents unless all conditions precedent to extending credit under the Term Sheet or the other DIP Loan Documents have been satisfied or waived in accordance with the terms of the Term Sheet and the other DIP Loan Documents. (d)

Collateral.

As used herein, “Collateral” means, subject to the last

sentence in this paragraph 2(d), substantially all pre- and post-petition assets and property of the Borrower and the Guarantors, whether existing on the Petition Date or thereafter acquired, including all now owned or hereafter acquired assets and property, whether real or personal, tangible or intangible including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, the Intercompany Facility, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries, and the proceeds of any of the foregoing. For the avoidance of doubt, “Collateral” shall not include any assets and property of the Loan Parties that are located at (i) the “V.C. Summer Project” site, being the site of the AP1000 nuclear plant owned by South Carolina Electric & Gas Company and certain others, and the related off-site storage facilities located at Two Blythewood and 375 Metropolitan Drive, West Columbia, South Carolina, and (ii) the “Vogtle Project” site, being the AP1000 nuclear plant owned by Georgia Power Company and certain others and the related off-site storage facility located at 321 Mills Road, Waynesboro, Georgia. During the Interim Period, the Collateral shall (x) not include any causes of actions for preferences, fraudulent conveyances, and other avoidance power claims under Sections 502(d), 16 WEIL:\96076054\11\80768.0015

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544, 545, 547, 548, and 550 of the Bankruptcy Code (the “Avoidance Actions”), and (y) be subject to any other limitations expressly set forth in the Term Sheet and this Interim Order; provided, however, that upon entry of the Final Order, to the extent approved by this Court, the DIP Liens shall attach to any proceeds of the Avoidance Actions. (e)

DIP Liens. Effective immediately upon the entry of this Interim Order,

in each case subject only to the Carve-Out (with the exception of the L/C Cash Collateral) as set forth more fully herein, the Collateral Agent, for the benefit of the DIP Secured Parties and in order to secure the DIP Obligations, is hereby granted the following security interests and liens, which shall immediately be valid, binding, fully perfected, continuing, enforceable and nonavoidable (all liens and security interests granted hereunder to the Collateral Agent for the benefit of the DIP Secured Parties in respect of the DIP Obligations under the DIP Facility (collectively, the “DIP Liens”): (i)

pursuant to Section 364(d)(1) of the Bankruptcy Code, a perfected first priority priming security interest and lien on the Collateral of each Loan Party (collectively, the “Priming Liens”);

(ii)

pursuant to Section 364(c)(2) of the Bankruptcy Code, a perfected

first priority security interest and lien on the Collateral of each Loan Party excluding the Avoidance Actions; provided, however, that upon entry of the Final Order, to the extent approved by this Court, the DIP Liens shall attach to any proceeds of the Avoidance Actions; (iii)

pursuant to Section 364(c)(3) of the Bankruptcy Code, a junior

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liens in favor of third parties that were in existence immediately prior to the Petition Date, or to valid and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, subject as to priority to such liens in favor of such third parties. Notwithstanding the foregoing, the Letter of Credit Facility shall be secured solely by the amounts on deposit (including all investment property, financial assets, interest, dividends and instruments arising out of, or received from, any investments made in respect of such amounts) in the L/C Cash Collateral Account, and the proceeds thereof, as set forth in Annex B of the Term Sheet or the other DIP Loan Documents (the â&#x20AC;&#x153;L/C Cash Collateralâ&#x20AC;?). Upon (x) the termination in full of the commitment in respect of the Letter of Credit Facility, (y) the expiration of all Letters of Credit issued under the Letter of Credit Facility and (z) the payment in full of all amounts due and owing in respect of the Letter of Credit Facility, any remaining proceeds in the L/C Cash Collateral Account shall revert to the Borrower. (f)

DIP Financing Liens Senior to Other Liens. Effective immediately

upon entry of this Interim Order, the DIP Liens shall secure all of the DIP Obligations in respect of the DIP Facility and shall be senior to (1) any lien or security interest arising on or after the Petition Date (but shall be subject to the Carve-Out); (2) any other lien, claim or security interest under sections 363 or 364 of the Bankruptcy Code, including any lien or security interest that is avoided and preserved for the benefit of the Debtor and its estate under section 551 of the Bankruptcy Code. The DIP Liens shall be valid and enforceable against any trustee appointed in the chapter 11 cases, upon the conversion of any of the chapter 11 cases to a case under 18 WEIL:\96076054\11\80768.0015

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chapter 7 of the Bankruptcy Code or in any other proceedings related to any of the foregoing (such chapter 11 cases or proceedings, “Successor Cases”), or upon the dismissal of any of the chapter 11 cases. (g)

DIP Superpriority Claims. Effective immediately upon the entry of this

Interim Order, in each case subject to the Carve-Out, the Agents, for the benefit of the DIP Secured Parties are hereby granted pursuant to section 364(c)(1) of the Bankruptcy Code, allowed claims in the amount of the DIP Obligations (all such claims granted to the Agents for the benefit of the DIP Secured Parties in respect of the DIP Obligations under the DIP Facility, the “DIP Superpriority Claims”), which shall be payable from and have recourse to all Collateral, and which shall be against each of the Loan Parties (jointly and severally), with priority over any and all administrative expenses and all other claims asserted against the Debtors now existing or hereafter arising of any kind whatsoever, including all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under any other provision of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy, or attachment, which DIP Superpriority Claims shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and shall be payable from and have recourse to all pre- and postpetition property, whether existing on the Petition Date or thereafter acquired, of the Loan Parties and all proceeds thereof (including proceeds of Avoidance Actions solely upon entry of the Final Order), subject only to the Carve-Out. The DIP Superpriority Claims shall be entitled to the full protection of section

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364(e) of the Bankruptcy Code in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. 3.

Authorization and Approval to Use Proceeds of DIP Facilities. Subject to the

terms and conditions of this Interim Order, the Term Sheet and the other DIP Loan Documents, the Loan Parties are each authorized during the Interim Period to (a) use proceeds of the DIP Facility on an interim basis in accordance with the Budget (and subject to permitted variances), (c) fund the Intercompany Facility, provided that such Intercompany Facility shall not exceed $300,000,000, including in the form of letters of credit issues for the account of Intercompany Borrowers in an aggregate amount up to $50,000,000, provided, further that subject to the completion of the remaining G&C Requirements (as defined in the Term Sheet), an additional $75,000,000 of such Intercompany Facility may be advanced, including in the form of letters of credit issued for the account of Intercompany Borrowers in the aggregate amount up to $25,000,000 under the Letter of Credit Facility, subject to the terms and conditions set forth herein, in the Term Sheet and the other DIP Loan Documents and (d) issue letters of credit in an amount up to $100,000,000 under the Letter of Credit Facility. The Budget may only be amended, supplemented, modified, restated, replaced, or extended in accordance with the Term Sheet. Notwithstanding anything herein to the contrary, subject only to the Debtorsâ&#x20AC;&#x2122; rights under paragraph 15(b), the Debtorsâ&#x20AC;&#x2122; right to request or use proceeds of DIP Facility on an interim basis or to issue any letters of credit under the Letter of Credit Facility shall terminate on the Termination Date. Nothing in this Interim Order shall authorize the disposition of any assets of the Debtors or their estates or other proceeds resulting therefrom outside the ordinary course of business, except as permitted herein.

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The Debtors shall provide the Agents with (i)

monthly unaudited consolidated financial statements of the Company and its subsidiaries within 30 days after the end of each fiscal month, certified by the Company’s chief financial officer; (ii) quarterly unaudited consolidated financial statements of the Company and its subsidiaries within 45 days of quarter-end for the first 3 fiscal quarters of the fiscal year, certified by the Company’s chief financial officer, accompanied by a customary management’s discussion and analysis; (iii) annual consolidated financial statements of the Company and its subsidiaries within 120 days of year-end, accompanied by a customary management’s discussion and analysis; (iv) the Budget; and (v) a variance analysis with respect to the Budget every four weeks, commencing with the fifth week after the DIP Closing Date. 5.

DIP Lien Perfection. This Interim Order shall be sufficient and conclusive

evidence of the validity, perfection and priority of the respective DIP Liens without the necessity of filing or recording any financing statement, deed of trust, mortgage, or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect the DIP Liens or to entitle the DIP Liens to the priorities granted herein. Notwithstanding the foregoing, the Agents may, in their sole discretion, file such financing statements, deeds of trust, mortgages, security agreements, notices of liens and other similar documents, and are hereby granted relief from the automatic stay of section 362 of the Bankruptcy Code in order to do so, and all such financing statements, deeds of trust, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded at the time and on the Petition Date. The Loan Parties shall execute and deliver to the Agents all such financing statements, mortgages, security 21 WEIL:\96076054\11\80768.0015

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agreements, notices and other documents, and otherwise cooperate and assist in any such filings, as the Agents may reasonably request to evidence, confirm, validate or perfect, or to insure the contemplated priority of, the DIP Liens.

The Agents, in their sole discretion, may file a

photocopy of this Interim Order as a financing statement with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which any Loan Party has real or personal property and, in such event, the subject filing or recording officer shall be authorized to file or record such copy of this Interim Order. 6.

Any provision of any lease or other license, contract or other agreement that

requires (i) the consent or approval of one or more landlords or other parties or (ii) the payment of any fees or obligations to any governmental entity, in order for the Debtor to pledge, grant, sell, assign, or otherwise transfer any such leasehold interest, or the proceeds thereof, or other post-petition collateral related thereto, is hereby deemed to be inconsistent with the applicable provisions of the Bankruptcy Code and shall have no force and effect with respect to the grant of post-petition liens in such leasehold interest or the proceeds of any assignment and/or sale thereof by the Debtors, in favor of the DIP Secured Parties in accordance with the terms of this Interim Order, the Term Sheet or the other DIP Documents. 7.

Carve-Out. Subject to the terms and conditions contained in this paragraph 7,

the DIP Liens and the DIP Superpriority Claims shall be subject and subordinate to a carve-out (the “Carve-Out”), which shall comprise the following: (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee pursuant to 28 U.S.C. § 1930(a), (ii) all reasonable and documented fees and expenses, in an aggregate amount not to exceed $250,000, incurred by a trustee under section 726(b) of the Bankruptcy Code; and (iii) to the extent allowed at any time, all accrued and unpaid reasonable fees, costs and expenses (the 22 WEIL:\96076054\11\80768.0015

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“Professional Fees”) incurred by persons or firms retained by the Debtors (including for the avoidance of doubt, Weil Gotshal & Manges LLP, and Togut, Segal & Segal LLP) or the Committee, if any, pursuant to section 327 or 1103 of the Bankruptcy Code (collectively, “Professionals”) (x) at any time before or on the day of delivery by the Agents of a Carve-Out Trigger Notice (defined below), whether allowed by the Court prior to or after delivery of a Carve-Out Trigger Notice, and (y) after the date (the “Trigger Date”) on which the Agents provide written notice (the “Carve-Out Trigger Notice”) that an Event of Default has occurred and has triggered the Carve-Out, to the extent allowed at any time, the payment of any Professional Fees of Professionals in an amount not exceeding $8,000,000 in the aggregate incurred after the Trigger Date; provided, however that notwithstanding any other provision of this Interim Order or the DIP Loan Documents to the contrary, in no event shall the Carve-Out apply to the L/C Cash Collateral or any DIP Superpriority Claims under the Letter of Credit Facility. The dollar limitation in clause (iii)(y) above on fees and expenses shall not be reduced or increased by the amount of any compensation or reimbursement of expenses paid prior to the occurrence of an Event of Default in respect of which the Carve-Out is invoked. The ability of any party to object to the fees, expenses, reimbursement or compensation described above shall not be impaired by the terms of the Carve-Out. 8.

No portion of the Carve-Out, no proceeds of the DIP Facility, no proceeds of the

Intercompany Facility, and no proceeds of the Collateral or any other amounts, may be used, directly or indirectly, for the purpose of, or for the payment of the fees and expenses of any person incurred in connection with, (i) investigating, challenging, or in relation to the challenge of the DIP Obligations, or the DIP Secured Parties’ liens or claims (or the value of the Collateral), including the DIP Liens, or in the initiation or prosecution of any claim, action, or 23 WEIL:\96076054\11\80768.0015

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litigation, or assertion of any defense or counterclaim, against any of the DIP Secured Parties (or their respective agents, professionals, consultants, employees, officers, subsidiaries, Affiliates or other similar persons), including, without limitation, any claim under chapter 5 of the Bankruptcy Code, or any state, local or foreign law, in respect of, or relating to the DIP Obligations, this Interim Order, the Term Sheet, the Final Order or the other DIP Loan Documents, or in objecting to, preventing, hindering or delaying the realization by the DIP Secured Parties upon any Collateral or the enforcement or exercise of any of their rights under this Interim Order, the Final Order, the Term Sheet or any other DIP Loan Document, as applicable, (ii) requesting authorization, or supporting any request for authorization, to obtain postpetition financing (whether equity or debt) or other financial accommodations pursuant to section 364(c) or (d) of the Bankruptcy Code, or otherwise, other than (x) from the Lenders or (y) if such financing is sufficient to indefeasibly pay and satisfy all DIP Obligations in full in cash (including the cash collateralization of all letters of credit under the Letter of Credit Facility in accordance with the DIP Loan Documents and the indefeasible repayment in full of the Intercompany Facility) (such repayment in full, in cash, collectively, shall be referred to herein as â&#x20AC;&#x153;Paid in Fullâ&#x20AC;?) and such financing is immediately so used, (iii) in connection with any claims or causes of actions against the DIP Secured Parties, including formal or informal discovery proceedings in anticipation thereof, and/or in invalidating, setting aside, avoiding, recharacterizing, subordinating, or otherwise challenging, in whole or in part, any DIP Obligations, DIP Liens or the Intercompany Facility, or (iv) otherwise in connection with any attempts to modify any of the rights granted to the DIP Secured Parties hereunder, the Term Sheet or under the other DIP Loan Documents or the Intercompany Facility.

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Payment of Compensation. Nothing herein shall be construed as a consent to

the allowance of any professional fees or expenses of any of the Debtors or any Committee (the â&#x20AC;&#x153;Estate Professional Feesâ&#x20AC;?) or shall limit or otherwise affect the right of the DIP Secured Parties or any other party in interest to object to the allowance and payment of any such fees and expenses. No Estate Professional Fees shall be paid absent a Court order allowing such payment pursuant to a fee application on notice, or other procedure permitted by any Court order allowing interim compensation or the payment of fees of ordinary course professionals. So long as no Event of Default exists that has not been waived in writing, the Debtors shall be permitted to pay compensation and reimbursement of expenses allowed by the Court and payable under sections 330 and 331 of the Bankruptcy Code or compensation procedures approved by the Court, as the same may be due and payable and the same shall not reduce the Carve-Out Trigger Notice Cap. 10.

Collateral Rights; Limitations in Respect of Subsequent Court Orders.

Upon entry of this Interim Order, and thereafter, unless the Agents have provided their prior written consent in accordance with the Term Sheet or the other DIP Loan Documents or all DIP Obligations have been Paid in Full, or will be Paid in Full upon consummation of the transaction described below or other arrangements for payment of the respective DIP Obligations satisfactory to the Agents, Required Lenders, and the L/C Issuer at their sole discretion have been made, there shall not be entered in these chapter 11 cases or in any Successor Case (including in each case any proceeding ancillary thereto), any order which authorizes, except to the extent expressly permitted by this Interim Order, the Term Sheet or the DIP Loan Documents, the obtaining of credit or the incurring of indebtedness that is secured by a security, mortgage, or collateral interest or other lien on all or any portion of the Collateral and/or, with respect to the Loan Parties, is entitled to priority administrative status which is 25 WEIL:\96076054\11\80768.0015

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superior to or pari passu with those granted pursuant to this Interim Order to or for the benefit of the DIP Secured Parties. 11.

Proceeds of Subsequent Financing.

Without limiting the provisions and

protections of paragraph 8 above, if at any time prior to Payment in Full of all DIP Obligations, the Debtors, the Debtorsâ&#x20AC;&#x2122; estates, any trustee, any examiner or any responsible officer subsequently appointed, shall in violation of this Interim Order, the Term Sheet or the other DIP Loan Documents, obtain credit or incur debt, then all of the cash proceeds derived from such credit or debt shall immediately be turned over to the Agents for application in accordance with the Term Sheet or the other DIP Loan Documents. 12.

Disposition of Collateral.

The Debtors shall not sell (including, without

limitation, any sale and leaseback transaction), transfer (including any assignment of rights), lease, encumber or otherwise dispose of any portion of the Collateral, except as expressly permitted by the Term Sheet or other DIP Loan Documents. 13.

Limitation on Charging Expenses against Collateral. Except to the extent of

the Carve Out, no expenses of administration of the chapter 11 cases or any future proceeding that may result therefrom, including liquidation in bankruptcy or other proceedings under the Bankruptcy Code, shall be charged against or recovered from the Collateral pursuant to section 506(c) of the Bankruptcy Code or any similar principle of law, without the express prior written consent of the Agents, and no such consent shall be implied from any other action, inaction, or acquiescence by the DIP Secured Parties. 14.

Survival of Certain Provisions.

In the event of the entry of any order

converting any of these chapter 11 cases into a Successor Case, and in any event

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notwithstanding any such conversion, the DIP Liens and the DIP Superpriority Claims shall continue in these proceedings and in any Successor Case as provided by this Interim Order. 15.

Events of Default; Rights and Remedies Upon Event of Default. (a)

Any automatic stay otherwise applicable to the DIP Secured Parties is

hereby modified so that, upon and after the occurrence of the Termination Date, the Agents (or the other DIP Secured Parties, to the extent expressly permitted under the Term Sheet or the other DIP Loan Documents) shall, subject to subparagraph (b) of this paragraph 15, be entitled to exercise all of their rights and remedies in respect of the Collateral, in accordance with this Interim Order and the other DIP Credit Agreement, as applicable. The term “Termination Date” shall mean the earliest to occur of (i) the date that is 12 months after the Closing Date (the “Scheduled Termination Date”) provided that, subject to the satisfaction of customary conditions precedent (including payment of a 3% extension fee in respect of the DIP Facility), the Company, at its option, may extend the Scheduled Termination Date by an additional 12 months; (ii) 45 days after the entry of this Interim Order (or such later date as the Required Lenders and L/C Issuer may approve in accordance with the Term Sheet or the other DIP Loan Documents), if the Final Order has not been entered by such date; (iii) substantial consummation (as defined in section 1101 of the Bankruptcy Code and which for purposes hereof shall be no later than the “effective date” thereof) of a plan of reorganization filed in the chapter 11 cases that is confirmed pursuant to an order entered by the Bankruptcy Court; (iv) the consummation of a sale of all or substantially all of the assets of the Loan Parties pursuant to section 363 of the Bankruptcy Code; and (v) the occurrence of an event of default set forth in the Term Sheet or the exercise of any right or remedies as a result thereof, including the acceleration of the DIP Loans and the termination of the commitment with 27 WEIL:\96076054\11\80768.0015

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respect to such DIP Facility in accordance with the Term Sheet or the other DIP Loan Documents. (b)

Notwithstanding the foregoing subparagraph (a) of this paragraph 15,

immediately following the giving of notice by the Agents to the Debtors, counsel to the Debtors, counsel for any Committee appointed in the chapter 11 cases, and the U.S. Trustee of the occurrence and continuance of an Event of Default under the Term Sheet or the other DIP Loan Documents, the Administrative Agent, on behalf of the Lenders and the L/C Issuer, may (and at the direction of the Required Lenders, shall) exercise all rights and remedies provided for in the DIP Loan Documents and may declare (i) the termination, reduction or restriction of any further commitment to the extent any such commitment remains, (ii) all obligations to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Debtors, and (iii) the termination of the DIP Loan Documents as to any future liability or obligation of the Agents, the L/C Issuer and the Lenders, but without affecting any of the DIP liens or the liabilities or obligations of any Loan Party; provided that, with respect to the enforcement of the DIP liens or exercise of any other rights or remedies with respect to the Collateral (including rights to set off or apply any amounts in any bank accounts that are a part of the Collateral), the Administrative Agent shall provide the Company with at least five (5) days’ written notice prior to taking the action contemplated thereby (such 5-calendar day period, the “Default Notice Period”); provided, further, that no notice shall be required for any exercise of rights or remedies (x) to block or limit withdrawals from any bank accounts that are a part of the Collateral (including, without limitation, by sending any control activation notices to depositary banks pursuant to any control agreement), and (y) in the event the obligations under the DIP Facility have not been repaid in 28 WEIL:\96076054\11\80768.0015

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full in cash on the Scheduled Termination Date. If the Debtors or any Committee do not contest the Event of Default during the Default Notice Period, or if the Debtors or any Committee do timely contest the occurrence or continuance of an Event of Default and the Court, after notice and a hearing, declines to stay the enforcement thereof, the Termination Date shall be deemed to have occurred for all purposes and the automatic stay as to the Agents shall automatically terminate in all respects. Nothing herein shall preclude the Agents from seeking an order from the Court upon written notice (electronically (including via facsimile) in a manner that generates a receipt for delivery, or via overnight mail) to the U.S. Trustee, counsel to the Debtors and counsel to the Committee, if any, authorizing the Agents to exercise any enforcement rights or remedies with respect to the Collateral on less than five (5) daysâ&#x20AC;&#x2122; notice, or the Debtorsâ&#x20AC;&#x2122; right to contest such relief. (c)

Upon the occurrence of the Termination Date (but subject, only in the

case of the occurrence of the Termination Date resulting from an Event of Default, to the provisions of paragraph 15(b)), the Agents are authorized to exercise all remedies and proceed under or pursuant to the applicable DIP Loan Documents, including, without limitation, to require the Borrower to cash collateralize any letters of credit under the Letter of Credit Agreement in accordance with the DIP Loan Documents. All proceeds realized in connection with the exercise of the rights and remedies of the applicable DIP Secured Parties shall be turned over and applied in accordance with the terms of this Interim Order. (d)

The automatic stay imposed under section 362(a) of the Bankruptcy Code

is hereby modified pursuant to the terms of this Interim Order, the Term Sheet or the DIP Loan Documents as necessary to (i) permit the Debtor Loan Parties to grant the DIP Liens and to incur all DIP Obligations under the Term Sheet and the other DIP Loan Documents and 29 WEIL:\96076054\11\80768.0015

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(ii) authorize the Agents to retain and apply payments, and otherwise enforce their and the applicable DIP Secured Parties’ rights and remedies hereunder. (e)

Nothing included herein shall prejudice, impair, or otherwise affect the

rights of the Agents (or the other DIP Secured Parties, to the extent expressly permitted hereunder, the Term Sheet or the DIP Loan Documents) (on behalf of the applicable DIP Secured Parties) to seek any other or supplemental relief in respect of the Debtors, nor the Agents’ and the DIP Lenders’ rights to suspend or terminate the making of DIP Extensions of Credit in accordance with this Interim Order, the Term Sheet or the other DIP Loan Documents. 16.

Applications of Proceeds of Collateral, Payments and Collections. (a)

As a condition to the DIP Extensions of Credit, each Debtor has agreed

that proceeds of any Collateral, any amounts held on account of the Collateral and all payments and collections received by the Debtors with respect to all proceeds of Collateral and all other amounts remitted by any non-Debtor affiliate to any Debtor in respect of, among other things, asset sales and certain other transactions in accordance with the Term Sheet or the DIP Loan Documents, shall only be used and applied by the Debtors in accordance with this Interim Order, and the Term Sheet (including repayment and reduction of the DIP Obligations) and the Budget. (b)

Subject to the Debtors’ rights under paragraph 15(b) and the funding of

the Carve-Out, upon and after the occurrence of the Termination Date, all proceeds of Collateral, whenever received, shall be paid and applied in accordance with the Term Sheet. 17.

Proofs of Claim, etc. None of the DIP Secured Parties shall be required to file

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date in any of the chapter 11 cases or any Successor Cases to the contrary, the Agents, on behalf of themselves and the DIP Secured Parties, are hereby authorized and entitled, in their sole and absolute discretion, but not required, to file (and amend and/or supplement, as each sees fit) a proof of claim and/or aggregate proofs of claim in each of the chapter 11 cases or any Successor Cases for any claim allowed herein; for avoidance of doubt, any such proof of claim may (but is not required to be) filed as one consolidated proof of claim against all of the Debtors, rather than as separate proofs of claim against each Debtor. Any proof of claim filed by the Agents shall be deemed to be in addition to and not in lieu of any other proof of claim that may be filed by any of the respective DIP Secured Parties. Any order entered by the Court in relation to the establishment of a bar date for any claim (including without limitation administrative claims) in any of the chapter 11 cases or any Successor Cases shall not apply to the Agents or the other DIP Secured Parties. 18.

Other Rights and Obligations. (a)

Good Faith Under Section 364(e) of the Bankruptcy Code; No

Modification or Stay of this Interim Order. Based on the findings set forth in this Interim Order and in accordance with section 364(e) of the Bankruptcy Code, which is applicable to the DIP Facilities as approved by this Interim Order, in the event any or all of the provisions of this Interim Order are hereafter modified, amended, vacated or stayed by a subsequent order of this Court or any other court, the DIP Secured Parties are entitled to the protections provided in section 364(e) of the Bankruptcy Code, and no such appeal, modification, amendment or vacation shall affect the validity and enforceability of any advances made hereunder or the liens or priority authorized or created hereby. Notwithstanding any such modification, amendment or vacation, any claim granted to the DIP Secured Parties hereunder arising prior to the effective 31 WEIL:\96076054\11\80768.0015

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date of such modification, amendment, vacatur or stay of any DIP Liens or of the DIP Superpriority Claims granted to or for the benefit of the applicable DIP Secured Parties shall be governed in all respects by the original provisions of this Interim Order, and such DIP Secured Parties shall be entitled to all of the rights, remedies, privileges and benefits, including the DIP Liens and the DIP Superpriority Claims granted herein, with respect to any such claim. Because the extensions of credit under the DIP Facility are made in reliance on this Interim Order, the DIP Obligations incurred by the Loan Parties or owed the DIP Secured Parties prior to the effective date of any stay, modification or vacatur of this Interim Order shall not, as a result of any subsequent order in the chapter 11 cases or in any Successor Cases, be disallowed or subordinated, lose their lien priority or superpriority administrative expense claim status, or be deprived of the benefit of the status of the liens and claims granted to the DIP Secured Parties under this Interim Order. (b)

Expenses.

The Debtors shall pay all reasonable and documented

expenses incurred by the Agents and the DIP Facility Professionals, in each case, in accordance herewith, the Term Sheet and the other DIP Loan Documents, whether incurred pre- or postpetition, in connection with (i) the preparation, execution, delivery, funding and administration of the Term Sheet and the DIP Loan Documents, including, without limitation, all due diligence fees and expenses incurred or sustained in connection with the Term Sheet and the DIP Loan Documents, (ii) the chapter 11 cases or any Successor Cases, or (iii) enforcement of any rights or remedies under this Interim Order, the Term Sheet or the other DIP Loan Documents, in each case whether or not the transactions contemplated hereby are fully consummated. The Agents and the DIP Facility Professionals shall not be required to comply with the U.S. Trustee fee guidelines or file any fee applications with the Court, but shall provide reasonably detailed 32 WEIL:\96076054\11\80768.0015

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statements (redacted if necessary for privileged, confidential or otherwise sensitive information) to the U.S. Trustee and counsel for each of the Committee (if any) and the Debtors. Thereafter, within fourteen (14) days of presentment of such statements, the Debtors shall pay in cash all such fees and expenses of the Agents and the DIP Facility Professionals. (c)

Credit-Bid. The Agents, with the consent of the Required Lenders, shall

have the right (on behalf of the DIP Lenders), without the need for further Court order authorizing same, to credit-bid the amount of the DIP Obligations (excluding any DIP Obligations in respect of the Letter of Credit Facility) in connection with any sale of all or substantially all of the Debtorsâ&#x20AC;&#x2122; assets and property, including, without limitation, any sale occurring pursuant to section 363 of the Bankruptcy Code or included as part of any plan of reorganization subject to confirmation under section 1129(b)(2)(A)(iii) of the Bankruptcy Code, by a chapter 7 trustee under section 725 of the Bankruptcy Code, or otherwise. (d)

Binding Effect. The provisions of this Interim Order shall be binding

upon and inure to the benefit of the DIP Secured Parties, the Debtors, and their respective successors and assigns (including any trustee or other fiduciary hereinafter appointed as a legal representative of the Debtors or with respect to the property of the estates of the Debtors) whether in the chapter 11 cases, in any Successor Cases, or upon dismissal of any such chapter 11 or chapter 7 case. (e)

No Waiver. The failure of the DIP Secured Parties to seek relief or

otherwise exercise their rights and remedies under this Interim Order, the Term Sheet or the other DIP Loan Documents or otherwise, shall not constitute a waiver of any of the DIP Secured Partiesâ&#x20AC;&#x2122; rights hereunder, thereunder, or otherwise. Notwithstanding anything herein, the entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or 33 WEIL:\96076054\11\80768.0015

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implicitly, or otherwise impair any of the rights, claims, privileges, objections, defenses or remedies of the DIP Secured Parties under the Bankruptcy Code or under non-bankruptcy law against any other person or entity in any court, including without limitation, the right of the Agents (i) to request conversion of the chapter 11 cases to cases under chapter 7, dismissal of the chapter 11 cases, or the appointment of a trustee in the chapter 11 cases, (ii) to propose, subject to the provisions of section 1121 of the Bankruptcy Code, a Plan, or (iii) to exercise any of the rights, claims or privileges (whether legal, equitable or otherwise) on behalf of the DIP Secured Parties. (f)

No Third Party Rights. Except as explicitly provided for herein, this

Interim Order does not create any rights for the benefit of any third party, creditor, equity holder or any direct, indirect, third party or incidental beneficiary. (g)

Consent. Nothing in this Interim Order shall be construed to convey on

any individual DIP Secured Party any consent, voting or other rights beyond those (if any) set forth in the Term Sheet or the DIP Loan Documents. (h)

No Marshaling. The DIP Secured Parties shall not be subject to the

equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the Collateral. (i)

Certain Parties’ Reservations of Rights. Except with respect to the

provisions of this Interim Order authorizing new loans, advances or credit actually extended, or new letters of credit actually issued under the Letter of Credit Facility, in each case on or after the date of this Interim Order and prior to the date set for the Final Hearing (but only to the extent authorized and permitted by this Interim Order), the provisions of this Interim

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Order are interim and shall be without prejudice to the rights of any party to object to any item with regard to the DIP Facility or any related item (or any item) at the Final Hearing. (j)

Amendment. As provided in and consistent with their respective rights

under the Term Sheet or the DIP Loan Documents, the Borrower and the applicable Loan Parties, as the case may be, with the consent of the Required Lenders and, to the extent provided in the DIP Loan Documents, the L/C Issuer, and as acknowledged by the Agents, may amend, modify, supplement or waive any provision of the Term Sheet or the DIP Loan Documents, and the Debtors are authorized to enter into any such amendment, modification, supplement or waiver, without further notice to or approval of the Court, unless such amendment, modification, supplement or waiver (x) increases the interest rate (other than as a result of the imposition of the default rate or changes to any base rate, LIBOR or similar component thereof) or fees (other than consent fees in connection with such amendment, modification, supplement or waiver) charged in connection with any DIP Facility, (y) increases the commitments of the DIP Lenders to make extensions of credit under the Term Sheet or the DIP Loan Documents, or (z) changes the Termination Date to an earlier date. Except as otherwise provided herein, no waiver, modification, or amendment of any of the provisions hereof shall be effective unless set forth in writing, signed by, or on behalf of, the Borrower, the other applicable Loan Parties, and the Required Lenders, and, to the extent provided in the DIP Loan Documents, the L/C Issuer, and shall be acknowledged by the Agents, as provided in the Term Sheet or the DIP Loan Documents and approved by the Court (to the extent required by this paragraph 18(j)) after notice to parties in interest. (k)

Priority of Terms. To the extent of any conflict between or among

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order of this Court (including, without limitation, the Cash Management Order), or any other agreements, on the one hand, and (b) the terms and provisions of this Interim Order, on the other hand, unless such term or provision herein is phrased in terms of “defined in” or “as set forth in” any of the DIP Loan Documents, the terms and provisions of this Interim Order shall govern. (l)

Survival of Interim Order. The provisions of this Interim Order and any

actions taken pursuant hereto shall survive entry of any order which may be entered (i) confirming any Plan in the chapter 11 cases, (ii) converting any of the chapter 11 cases to a case under chapter 7 of the Bankruptcy Code, (iii) to the extent authorized by applicable law, dismissing any of the chapter 11 cases, (iv) withdrawing of the reference of any of the chapter 11 cases from this Court or (v) providing for abstention from handling or retaining of jurisdiction of any of the chapter 11 cases in this Court. The terms and provisions of this Interim Order, including the DIP Liens and DIP Superpriority Claims granted pursuant to this Interim Order, shall continue in full force and effect notwithstanding the entry of such order, and such DIP Liens and DIP Superpriority Claims shall maintain their respective priorities as provided by this Interim Order, the Term Sheet and the other DIP Loan Documents (as the case may be) until all of the DIP Obligations have been Paid in Full. (m)

Enforceability. This Interim Order shall constitute findings of fact and

conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon execution hereof. Any finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact. (n)

No Waivers or Modification of Interim Order.

The Debtors

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the prior written consent of the Agents, the Required Lenders and the L/C Issuer in accordance with the DIP Loan Documents, and no such consent shall be implied by any other action, inaction or acquiescence of the Agents, the Required Lenders, and the L/C Issuer. (o)

Waiver of Any Applicable Stay.

Any applicable stay (including,

without limitation, under Bankruptcy Rule 6004) is hereby waived and shall not apply to this Interim Order. 19.

Limitation of Liability. In determining to make any loan under the Term Sheet

pursuant to this Interim Order, the Term Sheet or the other DIP Loan Documents, the DIP Secured Parties shall not be deemed to be in control of the operations of the Loan Parties to be acting as a “responsible person” or “owner or operator” with respect to the operation or management of the Loan Parties (as such terms, or any similar terms, are used in the United States Comprehensive Environmental Response, Compensation and Liability Act, 29, U.S. §§ 9601 et seq., as amended, or any similar federal or state statute). Furthermore, nothing in this Interim Order, the Term Sheet or the other DIP Loan Documents shall in any way be construed or interpreted to impose or allow the imposition upon the DIP Secured Parties of any liability for any claims arising from the prepetition or postpetition activities of any of the Loan Parties. None of the DIP Secured Parties or any of their Affiliates are successors to the Debtors or their estates by reason of any theory of law or equity, and none of the DIP Secured Parties or any of their Affiliates shall assume or in any way be responsible for any liability or obligation of any of the Debtors and/or their estates. 20.

Final Hearing. (a)

The Final Hearing to consider entry of the Final Order and final approval

of the DIP Facilities is scheduled for [●], 2017, at [●] [a.m./p.m.] (Prevailing Eastern Time) at 37 WEIL:\96076054\11\80768.0015

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the United States Bankruptcy Court for the Southern District of New York. If no objections to the relief sought in the Final Hearing are filed and served in accordance with this Interim Order, no Final Hearing may be held, and a separate Final Order (in form and substance acceptable to the Required Lenders, Agents, and the L/C Issuer) may be presented by the Debtors and entered by this Court. (b)

On or before [●], 2017 the Debtors shall serve, by United States mail,

first-class postage prepaid, notice of the entry of this Interim Order and of the Final Hearing (the “Final Hearing Notice”), together with copies of this Interim Order and the Motion, on the Notice Parties and to any other party that has filed a request for notices with this Court prior thereto and to any Committee after the same has been appointed, or Committee counsel, if the same shall have been appointed. The Final Hearing Notice shall state that any party in interest objecting to the entry of the proposed Final Order shall file written objections with the Clerk of the Court no later than [●], 2017 at [●] [a.m./p.m.] (Prevailing Eastern Time), which objections shall be served so that the same are received on or before such date by: (a) counsel for the Debtors, Weil Gotshal & Manges, LLP, 767 Fifth Ave., New York, NY 10153-0119 (Attn: Gary T. Holtzer, Garrett A. Fail, and Robert Lemons); (b) counsel to TNEH UK, Togut, Segal & Segal LLP, One Penn Plaza, New York, NY 10119 (Attn: Albert Togut); (c) counsel to Apollo, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, N.Y. 10019-6064 (Attn: Jeffrey D. Saferstein) and Paul, Weiss, Rifkind, Wharton & Garrison LLP, 2001 K Street NW, Washington, DC 20006-1047 (Attn: Claudia R. Tobler); (d) counsel to the Agents and the L/C Issuer, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022-6069 (Attn: Fredric Sosnick and Ned Schodek); (e) counsel to Toshiba Corporation, Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Ave., Suite 3400, Los Angeles, 38 WEIL:\96076054\11\80768.0015

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CA 90071 (Attn: Van C. Durrer II and Annie Li) (f) counsel to any Committee; and (g) the U.S. Trustee. 21.

Retention of Jurisdiction. The Court has and will retain jurisdiction to

enforce this Interim Order according to its terms.

SO ORDERED by the Court [â&#x2014;?], 2017.

____________________________________ UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1 DIP Term Sheet

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CONFIDENTIAL $800 Million Senior Secured Debtor-In-Possession Term Loan Facility Summary of Terms And Conditions Set forth below is a summary of certain key terms for a proposed $800 million DIP Facility (as defined below) to be made available to Westinghouse Electric Company LLC (the “Term Sheet”). In connection with the DIP Facility, (a) Apollo Investment Corporation (“AIC”) is pleased to advise you of its several, but not joint, commitment to provide 5.00% of the principal amount of the DIP Facility, (b) AP WEC Debt Holdings LLC (“AP WEC”) is pleased to advise you of its several, but not joint, commitment to provide 81.41% of the principal amount of the DIP Facility, (c) Midcap Financial Trust (“MidCap”) is pleased to advise you of its several, but not joint, commitment to provide 12.50% of the principal amount of the DIP Facility, (d) Amundi Absolute Return Apollo Fund PLC (“Amundi”) is pleased to advise you of its several, but not joint, commitment to provide 0.66% of the principal amount of the DIP Facility, (e) Ivy Apollo Strategic Income Fund (“Ivy Strategic”) is pleased to advise you of its several, but not joint, commitment to provide 0.19% of the principal amount of the DIP Facility and (f) Ivy Apollo Multi Asset Income Fund (“Ivy Multi” and, together with AIC and AP WEC, MidCap, Amundi and Ivy Strategic, “Apollo”) is pleased to advise you of its several, but not joint, commitment to provide 0.25% of the principal amount of the DIP Facility, in each case, upon the terms and subject to the conditions set forth in the Term Sheet. The commitments hereunder will expire in the event the DIP Closing Date does not occur by April 7, 2017. The parties hereto agree that Apollo is the exclusive DIP Facility provider to the Company and its affiliates, and in the event that the Company, for whatever reason, fail to incur the DIP Loans on the DIP Closing Date, then all fees and expenses that would otherwise be payable hereunder, including, without limitation, the OID, the Exit Payment (assuming prepayment within six months of the DIP Closing Date) and the Expense Deposit, shall become immediately due and payable to Apollo. Borrower:

Westinghouse Electric Company LLC, a Delaware limited liability company (the “Company” or the “Borrower”). The Company, in its capacity as a Borrower under the DIP Facility, shall be a debtor and debtor-in-possession in a proceeding (the “Company’s Case”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) to be filed in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

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Guarantors:

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The obligations of the Company under the DIP Facility (as defined below) will be guaranteed (a) by all of the Company’s direct and indirect domestic subsidiaries (collectively, the “US Guarantors”), each of which will be a debtor and a debtor-in-possession in proceedings (together with the Company’s Case, the “Cases”) under chapter 11 of the Bankruptcy Code filed contemporaneously and jointly administered with the Company’s Case; provided that WesDyne International LLC and Westinghouse Government Services LLC shall not be US Guarantors and debtors and debtors-in-possession under the Cases; and (b) Toshiba Nuclear Energy Holdings (UK) Limited (the “UK Parent” and, together with the US Guarantors, the “Guarantors”).1 The Company and the Guarantors are referred to herein as “Loan Parties” and each, a “Loan Party” or “Debtors” and each, a “Debtor”. The date of commencement of the Cases is referred to herein as the “Petition Date”.

Lenders:

Apollo (or the “Initial Lender”, as applicable) and other banks, financial institutions or institutional lenders identified by Apollo in consultation with the Company (collectively, the “Lenders”) on a several and not joint basis.

Lead Arranger and Bookrunner

Citigroup Global Markets Inc. shall act as sole lead arranger and bookrunner for the DIP Facility.

Administrative Agent and Collateral Agent:

Citibank, N.A. shall act as administrative agent in respect of the DIP Facility (as defined below) (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent,” and together with the Administrative Agent, the “Agents”) in respect of the DIP Facility.

DIP Facility:

Senior secured superpriority term loans (the “DIP Loans”) in an aggregate principal amount of $800 million (together with the Letter of Credit Facility described in Annex B, the “DIP Facility”) to be made available to the Company, $350 million of which will be new money available at the DIP Closing (as defined below) and $450 million of which will be new money available on the Final Term Funding Date (as defined below); provided, that up to $225 million of such new money funding (such amount, the “Letter of Credit Sublimit”) shall be used to provide cash in respect of a cash collateralized letter of credit facility (the “Letter of Credit Facility”) with an affiliate of Citigroup Global Markets Inc. on the terms described in Annex B attached hereto. A portion of the Letter of Credit Sublimit may be drawn on the DIP Closing Date in the amount of $100 million, with the remaining balance to be drawn on the Final Term Funding Date.

It being understood that any guarantee and credit support from the UK Parent shall be subject to local law restrictions, corporate benefit, financial assistance, regulatory consents and requirements, contractual restrictions/prohibitions and existing third party arrangements.

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Termination Date:

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The “Termination Date” with respect to the DIP Facility shall be the earliest of (a) the Scheduled Termination Date (as defined below), (b) 45 days after the entry of the Interim Order (as defined below) if the Final Order (as defined below) has not been entered prior to the expiration of such period, (c) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes hereof shall be no later than the “effective date” thereof) of a plan of reorganization filed in the Cases that is confirmed pursuant to an order entered by the Bankruptcy Court, (d) the consummation of a sale of all or substantially all of the assets of the Debtors under Section 363 of the Bankruptcy Code or otherwise and (e) the acceleration of the DIP Loans and the termination of the commitment with respect to such DIP Facility in accordance with the DIP Loan Documents (as defined below). “Scheduled Termination Date” means the date that is 12 months after the DIP Closing Date (as defined below); provided that, subject to the satisfaction of customary conditions precedent (including payment of a 3% extension fee in respect of the DIP Facility), the Company, at its option, may extend the Scheduled Termination Date by an additional 12 months. “Final Order” means a final non-appealable order of the Bankruptcy Court authorizing the DIP Facility in form and substance satisfactory to the Administrative Agent, the L/C Issuer and the Required Lenders.

Purpose:

For working capital and general corporate purposes of the Loan Parties and their subsidiaries, to make loans under the Intercompany Facility (as defined below) and to pay fees, costs and expenses incurred in connection with the transactions contemplated hereby and other administration costs incurred in connection with the Cases.

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Intercompany Facility:

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Any amounts (whether from proceeds of the DIP Facility or otherwise and inclusive of any letters of credit issued for the account of Intercompany Borrowers), directly or indirectly, distributed by the Company or any US Guarantor to an Intercompany Borrower and any of its subsidiaries (the “UK Silo”) shall be advanced by way of intercompany revolving loans (the “Intercompany Facility”) from the Company to the parties listed on Schedule 2 hereto (collectively, the “Intercompany Borrowers”); provided that (a) upon completion of the G&C Requirements (as defined below) with respect to any Intercompany Borrower or Intercompany Beneficiary (as defined below) organized in the United Kingdom, up to $300 million of such Intercompany Facility may be advanced, including in the form of letters of credit issued for the account of Intercompany Borrowers in the aggregate amount up to $50 million under the Letter of Credit Facility and (b) subject to the completion of the remaining G&C Requirements, an additional $75 million of such Intercompany Facility may be advanced, including in the form of letters of credit issued for the account of Intercompany Borrowers in the aggregate amount up to $25 million under the Letter of Credit Facility (for the avoidance of doubt, the maximum amount of the Intercompany Facility shall be $375 million). The intercompany advances shall be evidenced by a Liquidity Facility Agreement substantially in the draft form delivered by advisors to the Initial Lender prior to 1am on March 29, 2017 (with such changes that are reasonably acceptable to the Initial Lender) (the “Liquidity Facility Agreement”). No advances under the Intercompany Facility may be made, directly or indirectly, to any UK Silo entity that shall have commenced or be required to commence or be subject to any proceeding under any applicable law relating to insolvency, debt restructuring, or bankruptcy or be subject to any government enforcement action against such entity in any non-US jurisdiction. The Required Lenders shall have the ability to cause the Company to enforce its remedies under the Intercompany Facility.

Loan Documents:

A loan agreement and a guarantee in the form customary with respect to credit facilities similar to the DIP Facility (including the Letter of Credit Facility) (including the Term Sheet, the “DIP Loan Documents”); provided that on the DIP Closing Date, the Term Sheet shall govern the terms of the DIP Facility.

Interest Rates and Fees:

As set forth on Annex A attached hereto.

Optional Payments:

As set forth on Annex A attached hereto.

Mandatory Prepayments:

The net cash proceeds from any non-ordinary course asset sale by (a) the Company or any of its subsidiaries, or (b) any UK Silo or any of its subsidiaries (to the extent such assets secure the Intercompany Facility) shall be used to repay the DIP Loans.

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Tax Gross Up and Indemnity:

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Any and all payments by or on account of any obligation of any Loan Party under the DIP Loan Documents shall be made without deduction or withholding for any taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such tax is an “Indemnified Tax” (as such term is defined in the LSTA Model Credit Provisions Exposure Draft dated June 25, 2014), then, the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable pursuant to the terms of this provision) the applicable recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Without duplication of any amounts paid pursuant to the immediately preceding provision, the Loan Parties shall indemnify each recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this provision) payable or paid by such recipient or required to be withheld or deducted from a payment to such recipient (in each case, excluding penalties and interest attributable solely to the gross negligence or willful misconduct of such recipient) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Loan Parties by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Security and Priority:

The obligations of the Company under the DIP Facility, including all DIP Loans, shall, subject to the Carve-Out (as defined below), at all times: (a) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by (A) a perfected first priority priming security interest and lien on the Collateral of each Loan Party (collectively, the “Priming Liens”); (b) pursuant to Section 364(c)(2) of the Bankruptcy Code, be secured by (i) a perfected first priority security interest and lien on the Collateral of each Loan Party (x) to the extent such Collateral is not subject to valid, perfected and nonavoidable liens as of the Petition Date and (y) excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions);

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(c) subject to clause (a) above, pursuant to Section 364(c)(3) of the Bankruptcy Code, be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date, or to valid and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, subject as to priority to such liens in favor of such third parties; and (d) pursuant to Section 364(c)(1) of the Bankruptcy Code, be entitled to superpriority administrative expense claim status in the Case of such Loan Party (the “DIP Superpriority Claims”). The obligations of the Intercompany Borrowers under the Intercompany Facility shall, subject to local law limitations, regulatory consents and requirements, corporate benefit, financial assistance, existing contractual restrictions/prohibitions and other limitations to be agreed, be (a) guaranteed by each non-Debtor that receives, directly or indirectly, proceeds from the Intercompany Facility (the “Intercompany Beneficiaries”) and by each Intercompany Borrower, and (b) secured by the assets of such Intercompany Beneficiaries and Intercompany Borrowers, in each case, to the extent required by the applicable local jurisdiction requirements set forth on Schedule 1 hereto (the “G&C Requirements”).2 All of the liens described above shall be effective and perfected upon entry of the Interim Order, except as otherwise provided herein. Notwithstanding the foregoing, the Letter of Credit Facility shall be secured solely by the amounts on deposit (including all investment property, financial assets, interest, dividends and instruments arising out of, or received from, any investments made in respect of such amounts) in the L/C Cash Collateral Account (and the proceeds thereof) as set forth in Annex B. Upon (x) the termination in full of the commitment in respect of the Letter of Credit Facility, (y) the expiration of all Letters of Credit issued under the Letter of Credit Facility and (z) the payment in full of all amounts due and owing in respect of the Letter of Credit Facility, any remaining proceeds in the L/C Cash Collateral Account shall revert to the Borrower. Customary flood documentation to be delivered within a time period to be reasonably agreed with the Collateral Agent.

. Completion of the G&C Requirements (other than with respect to UK entities) to be required on or before the Final Term Funding Date.

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“Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof. For the avoidance of doubt, “Collateral” shall not include any assets and property of the Loan Parties that are located at (i) the “V.C. Summer Project” site, being the site of the AP1000 nuclear plant owned by South Carolina Electric & Gas Company and certain others, and the related off-site storage facilities located at Two Blythewood and 375 Metropolitan Drive, West Columbia, South Carolina, and (ii) the “Vogtle Project” site, being the AP1000 nuclear plant owned by Georgia Power Company and certain others and the related off-site storage facility located at 321 Mills Road, Waynesboro, Georgia. Carve-Out:

Subject to customary carve-out for facilities of this type with respect to Collateral other than amounts on deposit in the L/C Cash Collateral Account; provided that carve-out requirements shall not contain any cap on any “pipeline” expenses of Debtor’s professionals. For the avoidance of doubt and notwithstanding anything to the contrary herein or in the DIP Loan Documents, the Carve-Out shall be senior to all liens and claims securing the DIP Loan Documents, and the superpriority claims, and any and all other liens or claims securing the DIP Facility.

Conditions Precedent to Each Loan and Each Issuance, Amendment, Extension or Renewal of a Letter of Credit:

On the funding date of each DIP Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit, (i) there shall exist no default under the DIP Loan Documents, (ii) the representations and warranties of the Loan Parties therein shall be true and correct in all material respects (or in the case of representations and warranties with a “materiality” qualifier, true and correct in all respects) immediately prior to, and after giving effect to, such funding, issuance, amendment, extension or renewal, (iii) the making of such DIP Loan or issuance, amendment, extension or renewal of such Letter of Credit shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently, (iv) the making of any DIP Loan shall not result in the aggregate outstandings under the DIP Facility exceeding the amount authorized by the Interim Order or the Final Order, as applicable, and (vi) with respect to the DIP Facility and the Letter of Credit Facility, the Interim Order or Final Order, as the case may be, shall be in full force and effect and shall not have been vacated, reversed or stayed in any respect or, except as expressly permitted by the DIP Loan Documents, modified or amended in any manner.

Conditions Precedent to the Initial Extension of Credit under the DIP Facility:

The initial extension of credit (the “DIP Closing”; the date on which the DIP Closing occurs, the “DIP Closing Date”) under the DIP Facility and the Letter of Credit Facility shall be subject to the satisfaction (or waiver) of the following conditions precedent (and the conditions set forth under “Conditions Precedent to Each Loan” above): A. The Term Sheet shall have been executed and delivered by each party thereto.

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B. The Petition Date shall have occurred, and each Loan Party shall be a debtor and a debtor-in-possession. All “first day orders” entered at the time of commencement of the Cases, including without limitation a cash management order, shall be satisfactory in form and substance to the Administrative Agent. C. The Administrative Agent shall have received a signed copy of an order of the Bankruptcy Court in form and substance satisfactory to the Administrative Agent, the L/C Issuer and the Initial Lender, which order shall have been entered not later than three (3) business days following the Petition Date (or such later date as the Administrative Agent may agree) (the “Interim Order”, and together with the Final Order, the “DIP Financing Orders”), authorizing and approving the making of the DIP Loans in the amounts consistent with those set forth in the “DIP Facility” section above and the issuance of Letters of Credit as contemplated by this Term Sheet, and the granting of the superpriority claims and liens and other liens referred to above under the heading “Security and Priority” and the liens referred to in Annex B to secure Letters of Credit issued under the Letter of Credit Facility, which Interim Order shall not have been vacated, reversed, modified, amended or stayed. D. No trustee, responsible officer or examiner having expanded powers shall have been appointed with respect to the Loan Parties, any of their subsidiaries or their respective properties. E. All reasonable and documented out-of-pocket costs, fees, expenses (including, without limitation, reasonable and documented legal fees and expenses) set forth in the DIP Loan Documents or otherwise required to be paid to the Agents, the L/C Issuer and the Lenders on or before the DIP Closing shall have been paid. All other fees that have been agreed to be paid to the Arranger and the L/C Issuer on or before such date shall have been paid. F. The Administrative Agent shall have received and be reasonably satisfied with a cash flow forecast for the 13-week period ending after the DIP Closing Date dated as of a date not more than 3 business days prior to the DIP Closing Date. G. The Administrative Agent shall have received copies of organizational documents and resolutions for the Loan Parties; it being understood and agreed that no US opinions of counsel shall be required. H. Each Lender who has requested the same at least two (2) business days prior to the DIP Closing Date shall have received “know your customer” and similar information at least one (1) day prior to the DIP Closing Date.

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The Administrative Agent, for the benefit of the Lenders, shall have the valid and perfected liens on the security interests in the Collateral of the Loan Parties contemplated by the “Security and Priority” section above granted and perfected pursuant to the Interim Order in the case of the Debtors and all actions contemplated by the G&C Requirements with respect to any Intercompany Beneficiary or Intercompany Borrower organized in the United Kingdom shall be completed (or waived). The obligations of the Loan Parties under the Letter of Credit Facility shall be secured as described in Annex B and shall be perfected pursuant to the Interim Order.

J. The representations and warranties set forth in Annex C attached hereto shall be true and correct in all material respects (or in the case of representations and warranties with a “materiality” qualifier, true and correct in all respects). Conditions Precedent to the Final Term Funding Date

The funding of the portion of the DIP Facility not available at DIP Closing (the date on which such funding occurs, the “Final Term Funding Date”) shall be subject to the satisfaction (or waiver) of the following conditions precedent (and the conditions set forth under “Conditions Precedent to Each Loan and Each Issuance, Amendment, Extension or Renewal of a Letter of Credit” above): A. The DIP Loan Documents shall have been executed and delivered by each party thereto in form and substance satisfactory to the Administrative Agent, the L/C Issuer and Required Lenders. B. The Administrative Agent shall have received a signed copy of the Final Order, which shall not have been vacated, reversed, modified, terminated, amended or stayed. C. All reasonable and documented out-of-pocket costs, fees, expenses (including, without limitation, reasonable and documented legal fees and expenses) set forth in the DIP Loan Documents or otherwise required to be paid to the Agents, the L/C Issuer and the Lenders on or before such date shall have been paid. All other fees that have been agreed to be paid to the Arranger and the L/C Issuer on or before such date shall have been paid. D. The Administrative Agent shall have received copies of the of all proposed pleadings and orders in the Cases, including with respect to “second day” pleadings and orders, with reasonably sufficient time for review and comment by the Lenders. The relief requested by the Debtors in the first and second day orders and pleadings shall be reasonably acceptable in form and substance to the Lenders. The Debtors shall provide the Lenders will advance copies of (and a reasonable opportunity to comment on) any press release in which a Lender or any affiliate or agent of a Lender is mentioned. E. The Administrative Agent, for the benefit of the Lenders, shall have the valid and perfected liens on the security interests in substantially all the assets of any Intercompany Beneficiary or Intercompany Borrower organized in the United Kingdom.

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The Administrative Agent, for the benefit of the Lenders, shall have the valid and perfected liens on the security interests in the Collateral of the Loan Parties contemplated by the â&#x20AC;&#x153;Security and Priorityâ&#x20AC;? section above granted and perfected pursuant to the Interim Order in the case of the Debtors and all actions contemplated by the G&C Requirements with respect to any Intercompany Beneficiary or Intercompany Borrower organized in the United Kingdom shall be completed (or waived).3 Representations and Warranties:

The DIP Loan Documents will contain the following representations and warranties (subject to certain exceptions, qualifications and carveouts to be set forth in the DIP Loan Documents): organization; powers; authorization; enforceability; governmental approvals; financial statements; no material adverse effect; title to properties; possession under leases; subsidiaries; litigation; compliance with laws; Federal Reserve regulations; Investment Company Act; use of proceeds; taxes; no material misstatements; employee benefit plans; environmental matters; security documents; locations of real property and leased premises; labor matters; insurance; no default; intellectual property; licenses; etc.; status as senior debt; USA PATRIOT Act; OFAC; Foreign Corrupt Practices Act; certain bankruptcy matters; AP 1000 Projects.

Affirmative Covenants:

The DIP Loan Documents will contain the following affirmative covenants (subject to the exceptions, qualifications and carveouts set forth herein):4 A. Preservation and maintenance of existence, business and properties. B. Procurement and maintenance of certain insurance, insurance certificates and endorsements. C. Payment of taxes and other claims. D. Financial statements, reports, etc. E. Litigation and other notices. F. Compliance with laws and regulations. G. Maintenance of records, access to properties and inspections. H. Use of proceeds. I.

Compliance with environmental laws.

J. Provision of additional collateral, guarantees and mortgages; further assurances.

Subject to further discussion. Prior to entry of the DIP Loan Documents (other than the Term Sheet), the affirmative covenants set forth on Annex D attached hereto shall apply. 4

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K. Maintenance of cash management systems; application of the proceeds of accounts. L. Certain bankruptcy matters. M. Continued retention of a restructuring advisor and a financial advisor reasonably satisfactory to the Administrative Agent (it being agreed that Alix Partners and PJT Partners are reasonably satisfactory to the Administrative Agent). N. Quarterly lender calls. O. Bi-weekly update calls for the Initial Lender and its advisors. P. Company shall have used its reasonable best efforts to enter into the DIP Loan Documents. Q. Such other information (financial or otherwise) with respect to the Company and its subsidiaries as the Lenders and the L/C Issuer (through the Administrative Agent) may reasonably request. Negative Covenants:

The DIP Loan Documents will contain the following negative covenants (subject to the exceptions, qualifications and carveouts set forth herein) 5: A. Limitations on indebtedness. B. Limitations on liens. C. Limitations on sale and leaseback transactions. D. Limitations on investments, loans and advances. E. Limitations on mergers, consolidations, sales of assets and acquisitions; provided that post-closing corporate reorganization that may involve postpetition transfer of ownership of Westinghouse Electric Company UK Limited (â&#x20AC;&#x153;WEC UKâ&#x20AC;?) to a new holding company that will be the direct parent of the Company and WEC UK shall be permitted with the consent of Required Lenders (such consent not to be unreasonably withheld). F. Limitations on dividends and distributions. G. Limitations on transactions with affiliates. H. Limitations on changes in business.

. Prior to entry of the DIP Loan Documents (other than the Term Sheet), the negative covenants set forth on Annex E attached hereto shall apply.

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Limitations on the (i) payment and modification of subordinated or other prepetition indebtedness, except in the case of prepetition debt, pursuant to “first day” or other orders entered by the Bankruptcy Court that are in form and substance satisfactory to the Administrative Agent, and (ii) modification of certificate of incorporation, by-laws and certain other agreements, etc.

J. Limitations on (i) AP 1000 Projects shut-down costs limited to $125 million, and (ii) outstanding amounts under the Intercompany Facility, in each case, in accordance with the Business Plan. K. Limitations on hedging agreements. L. Limitations on other “designated senior debt”. M. Limitations on changes to fiscal year and accounting. Financial Covenants:

The DIP Facility will contain the following financial covenants: A. Minimum unrestricted cash and cash equivalents of the Company and the US Guarantors, on a consolidated basis, of $100 million (“Minimum Liquidity”), tested on a weekly basis. B. Receipt of a business plan (“Business Plan”), in form and substance reasonably acceptable to the Required Lenders, within 120 days of the DIP Closing Date; provided that such Business Plan may be supplemented or amended subject to a reasonable consent of the Required Lenders. C. Minimum EBITDA. Initially tested as of the last day of each fiscal month (commencing on the month ended September 30, 2017) with applicable testing periods commencing on August 1, 2017 and ending on the applicable month then ended. Commencing on the test period ended March 31, 2018 and for each month ended thereafter, LTM testing period (the “LTM Test”). No less than the greater of (a) solely with respect to any LTM Test, $350 million and (b) the corresponding amount set forth in the Business Plan plus a cushion of 15%. “EBITDA” means, for any period, net earnings (or net loss) plus, without duplication and to the extent reflected as a charge in the consolidated statement of earnings, the sum of: (a) interest expense, (b) income tax expense (benefit), (c) depreciation expense, (d) amortization expense (including with respect to intangibles), (e) deferred financing fees (and any writeoffs thereof), (f) any extraordinary or nonrecurring expenses or losses, (g) any loss from discontinued operations and any loss on disposal of discontinued operations, (h) any other non-cash charges or expenses in respect of (A) any pre-petition obligations, liabilities or claims (provided, that to the extent any such non-cash charges represent an accrual or reserve for potential cash items in any future period, any cash payment made in respect thereof in a future period shall be subtracted from -12-

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EBITDA for such future period to such extent), or (B) goodwill or asset writeoffs or writedowns, (i) pension, equity awards, other post-employment benefits expense and any non-cash compensation expense realized from grants of stock appreciation rights or similar rights, stock options or other rights to directors, officers or employees, (j) loss on foreign exchange, (k) fees, costs and expenses (including (i) fees, costs and expenses related to legal, financial and other advisors, auditors and accountants, (ii) printer costs and expenses, (iii) filing fees and (iv) underwriting, arrangement, syndication, backstop and placement premiums, discounts, fees, charges and expenses) incurred (whether capitalized or expensed) in connection with the Cases, emergence from the Proceedings, any Reorganization Plan (whether or not consummated) or any transaction (including any financing or disposition) or litigation, related, incidental or complementary to any of the foregoing (including any rollover financing and exit financing), in each case, regardless of whether initially incurred by the Company or paid by the Company to reimburse others for such fees costs and expenses, (l) any non-cash (loss) relating to hedging activities, (m) costs, expenses and charges relating to losses associated with cancelled or discontinued products or services, (n) charges, premiums and expenses associated with the discharge of indebtedness, (o) corporate restructuring charges (including retention, severance, contract termination costs, plant closure or consolidation costs, employee relocation and business optimization expenses) and minus, to the extent included in net earnings on the consolidated statement of earnings, (i) interest income, (ii) pension and other postemployment benefits income and credit, (iii) gains on foreign exchange, (iv) any extraordinary or nonrecurring income or gains, (v) any non-cash gain relating to hedging activities, (vi) any gain from discontinued operations and any gain on disposal of discontinued operations, (vii) any non-cash gain associated with the discharge of indebtedness, and (viii) any other non-cash income (other than the accrual of revenue in the ordinary course of business), in each case determined in accordance with GAAP for such period[; provided that any adjustments of the type set forth in clauses (f), (k) or (o) above shall be subject to the reasonable consent of the Required Lenders].6 Financial Reporting Requirements:

The Company shall provide the Administrative Agent: (i) monthly unaudited consolidated financial statements of the Company and its subsidiaries within 30 days after the end of each fiscal month, certified by the Company’s chief financial officer; (ii) quarterly unaudited consolidated financial statements of the Company and its subsidiaries within 45 days of quarter-end for the first 3 fiscal quarters of the fiscal year, certified by the Company’s chief financial officer, accompanied by a customary management’s discussion and analysis; (iii) annual consolidated financial statements of the Company and its subsidiaries within 120 days of year-end, accompanied by a customary management’s discussion and analysis;

Replacement of the bracketed language with caps on the corresponding clauses to be discussed.

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(iv) 13-week cash flow forecasts, on a rolling 13-week basis, updated every four weeks in form and substance reasonably acceptable to the Required Lenders (the “Budget”); and (vi) a variance analysis with respect to the Budget every four weeks, commencing with the fifth week after the DIP Closing Date. Events of Default:

The DIP Loan Documents will contain the following events of default (each an “Event of Default”): A. Failure to pay principal, interest (for two (2) business days) or any other amount (for three (3) business days) when due. B. Representations and warranties incorrect in any material respect when made or deemed made. C. Failure to comply with covenants, subject to 30 day grace period in the case of the affirmative covenants. D. Cross-default to payment defaults on other post-petition or unstayed indebtedness in excess of $20 million of the Loan Parties and their subsidiaries, or any other default or event of default with respect to any such indebtedness if the effect is to accelerate or permit acceleration, and crossacceleration to any such indebtedness. E. Post-petition judgments subject to carve-outs in excess of $10 million. F. The occurrence of certain ERISA events that result in liabilities that could reasonably be expected to have a Material Adverse Effect. G. Actual or asserted (by any Loan Party or any affiliate thereof) invalidity or impairment of any DIP Loan Document (including the failure of any lien of the Collateral Agent to remain perfected and superior to and prior to the rights of all third persons or any guarantee agreement ceasing to be in full force and effect (for the avoidance of doubt including without limitation the lien on the L/C Cash Collateral Account)) or any Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed under the DIP Loan Documents. H. (i) The entry of an order dismissing any of the Cases or converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, or any filing by the Debtors of a motion or other pleading seeking entry of such an order;

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(ii) A trustee, responsible officer or an examiner having expanded powers (beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Bankruptcy Code section 1104 (other than a fee examiner) is appointed or elected in the Companyâ&#x20AC;&#x2122;s Case, the Company applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Required Lenders in their sole discretion; (iii) The entry of an order staying, reversing, vacating or otherwise modifying the Interim Order or the Final Order, in each case in a manner adverse in any material respect to the Administrative Agent, the L/C Issuer or the Lenders, or the filing by the Company of an application, motion or other pleading seeking entry of such an order; (iv)The entry of an order in any of the Cases denying or terminating use of cash collateral by the Loan Parties and the Debtors have not obtained use of cash collateral (consensually or non-consensually); (v) The entry of an order in any of the Cases granting relief from any stay or proceeding (including, without limitation, the automatic stay) so as to allow a third party to proceed with foreclosure against any material assets of the Loan Parties in excess of $5 million; (vi) The entry of a final non-appealable order in the Cases (i) charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders or the L/C Issuer, or the commencement of other actions by the Loan Parties that challenges the rights and remedies of the Administrative Agent, the L/C Issuer or the Lenders under the DIP Facility in any of the Cases or inconsistent with the applicable DIP Loan Documents (other than the use of cash collateral on a non-consensual basis), (ii) avoiding or requiring disgorgement by the Lenders or the L/C Issuer of any amounts received in respect of the obligations under the DIP Facility or (iii) resulting in the marshaling of any Collateral. (vii) Without the consent of the Administrative Agent, the entry of an order in any of the Cases seeking authority to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in cash all obligations under the DIP Facility upon consummation thereof; or (viii) The filing or support of any pleading by any Loan Party (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above, unless such filing or any pleading is in connection with the enforcement of the DIP Loan Documents against the Administrative Agent or the Lenders.

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The making of any material payments in respect of prepetition obligations other than (i) as permitted by the Interim Order or the Final Order, (ii) as permitted by any “first day” or “second day” orders satisfactory to the Administrative Agent, (iii) as permitted by any other order of the Bankruptcy Court in amounts satisfactory to the Administrative Agent, or (iv) as otherwise agreed to by the Administrative Agent.

J. The entry of the Final Order shall not have occurred within 45 days after entry of the Interim Order. K. An order of the Bankruptcy Court granting, other than in respect of the DIP Facility and the Carve-Out or as otherwise permitted under the applicable DIP Loan Documents, (i) a priority of any Lien against the Company or any other Loan Party that is equal to or senior to the priority of the liens of the Administrative Agent, L/C Issuer and the Lenders under the DIP Facility or (ii) any claim entitled to superpriority administrative expense claim status in the Cases pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Administrative Agent, the L/C Issuer and the Lenders under the DIP Facility, or the filing by the Company of a motion or application seeking entry of such an order. L. Noncompliance by any Loan Party or any of its subsidiaries with the terms of the Interim Order or the Final Order. M. The Loan Parties or any of their subsidiaries (or any direct or indirect parent of any Loan Party) shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other proceeding against the Administrative Agent or any of the Lenders or the L/C Issuer regarding the DIP Facility, unless such suit or other proceeding is in connection with the enforcement of the DIP Loan Documents against the Administrative Agent, the Lenders or the L/C Issuer. N. No non-US subsidiary of the Borrower (other than the Debtors) nor any UK Silo entity shall have commenced or be required to commence or be subject to any proceeding under any applicable law relating to insolvency, debt restructuring, or bankruptcy or be subject to any government enforcement action against such entity in any non-US jurisdiction. O. A plan of reorganization shall be confirmed in any of the Cases that is not an Acceptable Plan of Reorganization (to be defined in the DIP Loan Documents), or an order approving a sale under section 363 of the Bankruptcy Code shall be entered that does not provide for payment in full of the Facilities, or any order shall be entered which dismisses any of the Cases and which order does not provide for termination of the unused commitments under the DIP Facility and payment in full in cash of the Loan Parties’ obligations under the DIP Facility or is not otherwise reasonably satisfactory to the Administrative Agent, or any of the Loan Parties or any of their subsidiaries (or any of their direct or indirect parents) shall file, propose, support, or fail to contest in good faith the filing or confirmation of such a plan or the entry of such an order.

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P. Failure to file an Acceptable Plan of Reorganization for the Debtors prior to the expiration of the earlier of (a) 18 months after the Petition Date or (b) the period in which the Debtors have the exclusive right to file a chapter 11 plan under section 1121 of the Bankruptcy Code (such period, the “Exclusive Period”), as the Exclusive Period may be terminated or extended, in each case, by court order. Q. Failure to execute and deliver the DIP Loan Documents on or prior to the date that is 10 business days from the Petition Date (subject to entry of the Final Order). Upon the occurrence of an Event of Default, the Administrative Agent, on behalf of the Lenders and the L/C Issuer, may (and at the direction of the Required Lenders, shall) exercise all rights and remedies provided for in the DIP Loan Documents and may declare (i) the termination, reduction or restriction of any further commitment to the extent any such commitment remains, (ii) all obligations to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Debtors, and (iii) the termination of the DIP Loan Documents as to any future liability or obligation of the Agents, the L/C Issuer and the Lenders, but without affecting any of the DIP liens or the liabilities or obligations of any Loan Party; provided that, with respect to the enforcement of the DIP liens or exercise of any other rights or remedies with respect to the Collateral (including rights to set off or apply any amounts in any bank accounts that are a part of the Collateral), the Administrative Agent shall provide the Company with at least five (5) days’ written notice prior to taking the action contemplated thereby; provided, further, that no notice shall be required for any exercise of rights or remedies (x) to block or limit withdrawals from any bank accounts that are a part of the Collateral (including, without limitation, by sending any control activation notices to depositary banks pursuant to any control agreement), and (y) in the event the obligations under the DIP Facility have not been repaid in full in cash on the Scheduled Termination Date.7

NTD: Remedies include, for the avoidance of doubt, ability to credit bid all or some of the DIP Loans pursuant to section 363(k) of the Bankruptcy Code.

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The Company and each Guarantor shall jointly and severally pay or reimburse the Agents, the L/C Issuer and the Initial Lender for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and the Initial Lender (including reasonable and documented attorneys’ (including foreign local counsel), financial advisors’ and other professionals’ as determined by the Lenders fees and expenses and limited, with respect to legal fees, to one counsel for the Lenders, one counsel for the Agents and the L/C Issuer and one counsel for each relevant material jurisdiction and counsel for actual and perceived conflicts) in connection with (i) the preparation, negotiation and execution of the DIP Loan Documents; (ii) the syndication and funding of the DIP Loans; (iii) the creation, perfection or protection of the liens under the DIP Loan Documents (including all search, filing and recording fees); and (iv) the on-going administration of the DIP Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto). The Company and each Guarantor further agrees to jointly and severally pay or reimburse the Administrative Agent, the Collateral Agent and each of the Lenders for all reasonable and documented out-of-pocket costs and expenses, including reasonable and documented attorneys’ fees and expenses, incurred by the Administrative Agent, the L/C Issuer or such Lenders in connection with (i) the enforcement of the DIP Loan Documents; (ii) any refinancing or restructuring of the DIP Facility in the nature of a “work-out”; and (iii) any legal proceeding relating to or arising out of the DIP Facility or the other transactions contemplated by the DIP Loan Documents.

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The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), the Arranger, each Lender and the L/C Issuer, and each Related Party (as defined below) of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket fees and expenses (including the reasonable documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any subsidiary thereof arising out of, in connection with, or as a result of (i) the execution or delivery of this Term Sheet, the DIP Loan Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties and the Collateral Agent (and any sub-agent thereof) and its Related Parties, the administration and enforcement of this Term Sheet and the DIP Loan Documents, (ii) any DIP Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to (x) have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations under this Term Sheet or under any other DIP Loan Document or (z) result from a dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Term Sheet or any DIP Loan Document or any claims arising out of any act or omission of the Borrower or any of its affiliates). As used herein, a “Related Party” means, with respect to any person, such person’s affiliates and the partners, directors, officers, employees, agents, attorneys and advisors of such person and of such person’s affiliates.

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Administrative Agent / Collateral Agent:

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Each of the Lenders hereby irrevocably appoints Citibank, N.A. to act on its behalf as Administrative Agent and as Collateral Agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Term Sheet and the DIP Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Term Sheet and the DIP Loan Documents. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any default unless and until notice describing such default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the Arranger, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), the Arranger, such L/C Issuer or such Related Party, as the case may be, such Lenderâ&#x20AC;&#x2122;s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), the Arranger or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), the Arranger or L/C Issuer in connection with such capacity.

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Assignments and Participations:

Assignments must be in a minimum amount of $1.0 million (or, if less, the remaining commitments and/or DIP Loans of any assigning Lender) and are subject to the consent of the Administrative Agent. If no Default or Event of Default then exists, then assignments shall also be subject to the consent of the Company (not to be unreasonably withheld) if the result of any such assignments is that the Initial Lender no longer constitutes the Required Lenders. No participation shall include voting rights, other than for matters requiring consent of all affected Lenders.

The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices in New York, NY a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the DIP Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Term Sheet and the DIP Loan Documents. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the DIP Loans or other obligations under this Term Sheet or DIP Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under this Term Sheet or DIP Loan Document) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this DIP Term Sheet and the DIP Loan Documents notwithstanding any notice to the contrary.

Required Lenders:

Lenders holding greater than 50.0% of the outstanding aggregate commitments and/or exposure under the DIP Facility (the “Required Lenders”).

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Amendments:

Required Lenders, except for amendments customarily requiring approval by affected Lenders. The consent of the Administrative Agent shall be required with respect to amendments and waivers of this Term Sheet and the DIP Loan Documents directly adversely affecting its rights or duties. The consent of the L/C Issuer shall be required with respect to amendments and waivers of this Term Sheet and the DIP Loan Documents: (i) directly adversely affecting its rights or duties, (ii) that extend of the final scheduled maturity, (iii) any amendments, waivers or modifications of the Interim Order or the Final Order and (iv) to the definition of â&#x20AC;&#x153;Acceptable Plan of Reorganizationâ&#x20AC;? solely in respect of the L/C Facility and the application and use of the proceeds of the pledged cash collateral in respect of the L/C Facility.

U.S. Federal Income Tax Treatment:

The Loan Parties shall treat the DIP Loans as indebtedness for U.S. federal income tax purposes and shall not take any inconsistent position on any tax return. The Borrower and Administrative Agent, as applicable, shall use reasonable best efforts to consult with the Lenders and advisors to the Lenders with respect to all original issue discount computations involving the DIP Facility, and upon the reasonable request of the Lenders, the Borrower or the Administrative Agent shall provide any information reasonably requested by the Lenders with respect to such original issue discount computations.

Miscellaneous:

To the fullest extent permitted by applicable law, no party hereto shall assert, and each hereby waives, any claim against the Borrower and its affiliates or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Term Sheet, the DIP Loan Documents or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any DIP Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee or the Borrower and its affiliates shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Term Sheet, the DIP Loan Documents or the transactions contemplated hereby or thereby, except to the extent such damages are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Term Sheet, the DIP Loan Documents or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party (a) certifies that no representative, agent or attorney of any other person has represented, expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Term Sheet, the DIP Loan Documents by, among other things, the mutual waivers and certifications herein. The agreements herein shall survive the resignation of the Administrative Agent, the Collateral Agent, the Arranger and the L/C Issuer, the replacement of any Lender, the termination of the commitments in respect of the DIP Facility or the -22-

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Letter of Credit Facility and the repayment, satisfaction or discharge of all obligations in respect of the DIP Facility and the Letter of Credit Facility. The DIP Loan Documents will also include (i) yield protection provisions and (ii) agency, set-off and sharing language, in each case substantially customary for facilities of this type. Governing Law and Submission to Exclusive Jurisdiction:

State of New York (and, to the extent applicable, the Bankruptcy Code). Each Loan Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Term Sheet and the DIP Loan Documents, or for recognition or enforcement of any judgment, and each of the parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Term Sheet, the DIP Loan Documents shall aft any right to bring any action or proceeding relating to this Term Sheet or the DIP Loan Documents against the Borrower or any other Loan Party or its properties in the court of any jurisdiction.

Counsel to Initial Lender:

Paul, Weiss, Rifkind, Wharton & Garrison, LLP.

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AMUNDI ABSOLUTE RETURN APOLLO FUND PLC

By: Apollo Belenos Management LLC, its trading manager

By: Apollo Capital Management, L.P., its sole member

By: Apollo Capital Management GP, LLC, its general partner

By: Name: Joseph D. Glatt Title: Vice President

IVY APOLLO STRATEGIC INCOME FUND

By: Apollo Credit Management, LLC, its investment sub-adviser

By: Name: Joseph D. Glatt Title: Vice President

IVY APOLLO MULTI ASSET INCOME FUND

By: Apollo Credit Management, LLC, its investment sub-adviser

By: Name: Joseph D. Glatt Title: Vice President

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Name: Lisa J. Donahue Title: Chief Transition and Development Officer

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CE NUCLEAR POWER INTERNATIONAL, INC FAUSKE AND ASSOCIATES LLC PAR NUCLEAR, INC. PAR NUCLEAR HOLDING CO., INC. PCI ENERGY SERVICES LLC WEC CAROLINA ENERGY SOLUTIONS, LLC WEC CAROLINA ENERGY SOLUTIONS, INC. WEC ENGINEERING SERVICES, INC. WEC EQUIPMENT & MACHINING SOLUTIONS LLC WEC SPECIALTY LLC WEC WELDING & MACHINING, LLC WECTEC STAFFING SERVICES LLC WESTINGHOUSE ENERGY SYSTEMS LLC WESTINGHOUSE INDUSTRY PRODUCTS INTERNATIONAL COMPANY LLC WESTINGHOUSE INTERNATIONAL TECHNOLOGY LLC WESTINGHOUSE TECHNOLOGY LICENSING COMPANY LLC FIELD SERVICES LLC NUCLEAR TECHNOLOGY SOLUTIONS LLC SHAW GLOBAL SERVICES LLC SHAW NUCLEAR SERVICES INC. STONE & WEBSTER INTERNATIONAL INC. STONE & WEBSTER SERVICES LLC WECTEC CONTRACTORS INC. STONE & WEBSTER ASIA INC. STONE & WEBSTER CONSTRUCTION INC. WECTEC GLOBAL PROJECT SERVICES INC. WECTEC LLC

Name: Lisa J. Donahue Title: Chief Transition and Development Officer

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ANNEX A $800 Million Senior Secured Debtor-In-Possession Term Loan Facility Interest Rates And Fees Interest Rates:

DIP Loans will bear interest, at the option of the Company, at one of the following rates: (i) the Applicable Margin (as defined below) plus the Base Rate, payable monthly in arrears; or (ii) the Applicable Margin plus the current LIBOR Rate as quoted by the Administrative Agent, adjusted for reserve requirements, if any, and subject to customary change of circumstance provisions, for interest periods of one, two, three or six months (the “LIBOR Rate”), payable at the end of the relevant interest period, but in any event at least quarterly; provided that (x) the LIBOR Rate in respect of DIP Loans shall be not less than 1.00% per annum and (y) in no event shall the LIBOR Rate be less than 0% (the “LIBOR Floor”). “Applicable Margin” means: (x) 5.25% per annum, in the case of Base Rate Loans and (y) 6.25% per annum, in the case of LIBOR Rate Loans. “Base Rate” means the highest of (i) the Administrative Agent’s prime rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1% and (iii) the LIBOR Rate for an interest period of one month (giving effect to the LIBOR Floor) plus 1.00%. Interest and fees shall be calculated on the basis of the actual number of days elapsed in a 360-day year (or a 365/366-day year, in the case of interest with respect to Base Rate Loans based on the Administrative Agent’s prime rate).

Default Interest:

During the continuance of an event of default (as defined in the DIP Loan Documents), any overdue amounts under the DIP Loan Documents (including unreimbursed amounts on account of drawn Letters of Credit) will bear interest at an additional 2% per annum.

Unused Commitment Fees:

From and after the DIP Closing Date, a non-refundable unused commitment fee at the rate of 0.50% per annum will accrue as a percentage of the daily average undrawn portion of the DIP Facility (whether or not then available), payable monthly in arrears and on the Final Term Funding Date without deduction or withholding for any taxes.

OID:

2.50%

Exit Payments:

103% (first 6 months), 102% (next 6 months), par (at initial Scheduled Termination Date or thereafter).

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As separately agreed to between the Company and each Agent.

For the account of the Initial Lender, a non-refundable expense deposit of $750,000, which shall be earned, due and payable on March 28, 2017, without deduction or withholding for any taxes.

A-2

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ANNEX B Summary of Term and Conditions for Letter of Credit Facility L/C Issuer:

An affiliate of Citigroup Global Markets Inc. shall act as issuing bank in respect of the Letter of Credit Facility (the “L/C Issuer”).

Letter of Credit Facility:

A letter of credit facility (the “Letter of Credit Facility”) in the amount of $225 million for new letters of credit (the “Letters of Credit”) that shall be cash collateralized as set forth below opposite the heading “L/C Cash Collateral Account”. Letters of Credit shall be available in (i) Dollars and (ii) Pounds Sterling, Euros and each other currency that is readily available and freely transferable and convertible into Dollars and approved by the Administrative Agent and the L/C Issuer in their sole discretion (each such currency described in this clause (ii), an “Alternative Currency”; and a Letter of Credit denominated in an Alternative Currency, an “Alternative Currency Letter of Credit”). The commitment of the L/C Issuer under the Letter of Credit Facility shall initially be $100 million on the DIP Closing Date and shall automatically increase to $225 million on the date of entry of the Final Order. Each Letter of Credit shall have an initial expiration date that is no later than five days prior to the Termination Date (such date being the “Letter of Credit Expiration Date”) then in effect for the DIP Facility or, subject to the provisions set forth below opposite the heading “L/C Cash Collateral Account”, the date that is 12 months from such Letter of Credit Expiration Date. The L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions; provided that any such auto-extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit). The issuance of all Letters of Credit shall be subject to the customary procedures of the L/C Issuer. Notwithstanding that a Letter of Credit is in support of any obligations of, or is for the account of, a subsidiary of the Borrower or Westinghouse Electric UK Holdings Limited (“Westinghouse UK”) or any of its subsidiaries, the Borrower shall be obligated to reimburse the L/C Issuer for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any of its subsidiaries or Westinghouse UK or any of its subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of its subsidiaries and Westinghouse UK and its subsidiaries.

L/C Cash Collateral Account:

Cash collateral in an amount equal to the applicable L/C Collateralization Amount (as defined below) shall be solely provided by the Borrower and shall be deposited in a segregated deposit account at Citibank, N.A. established for the benefit of the Borrower under the sole and exclusive control of the Collateral Agent (the “L/C Cash Collateral Account”). Amounts on deposit in the L/C

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Cash Collateral Account shall be invested, or caused to be invested by the Administrative Agent, in an account or investment reasonably acceptable to the Borrower and the Administrative Agent, which the Administrative Agent may require to be an account managed by the Administrative Agent or its affiliates. Prior to the issuance of any Letter of Credit, the Borrower shall execute and deliver a customary pledge, assignment and control agreement with respect to the L/C Cash Collateral Account. “L/C Collateralization Amount” means an amount in Dollars provided by the Borrower equal to (i) until the Maturity Date, the sum of (x) 103% multiplied by the amount of all obligations in respect of Letters of Credit denominated in Dollars existing at such time plus (y) 103% multiplied by the Dollar Amount (as defined below) of all obligations in respect of Alternative Currency Letters of Credit existing at such time, and (ii) upon and following the Maturity Date, the sum of (x) 105% multiplied by the amount of all obligations in respect of Letters of Credit denominated in Dollars existing at such time plus (y) 105% multiplied by the Dollar Amount of all obligations in respect of Alternative Currency Letters of Credit existing at such time. If, as a result of any revaluation of currency (on any Revaluation Date (as defined below) or otherwise) with respect to any Alternative Currency Letters of Credit, the amount on deposit in the L/C Cash Collateral Account shall be less than the L/C Collateralization Amount then applicable after giving effect to such revaluation, the Borrower shall, within two business days after notice from the Administrative Agent of such revaluation, deposit in the L/C Cash Collateral Account cash in an amount necessary to cause the amount on deposit in the L/C Cash Collateral Account to be equal to the L/C Collateralization Amount. So long as no event of default has occurred and is continuing, the Borrower may from time to time, by written notice to the L/C Issuer, request a withdrawal from the L/C Cash Collateral Account if the total amount on deposit in the L/C Cash Collateral Account is greater than the minimum L/C Collateralization Amount then applicable. The L/C Issuer shall promptly pay the amount so requested (the “Proposed Withdrawal Amount”) if the L/C Issuer is satisfied (in its sole discretion) that the following the withdrawal of the Proposed Withdrawal Amount, the total amount on deposit in the L/C Cash Collateral Account will not be less than the minimum L/C Collateralization Amount then applicable. Reimbursement of Disbursements:

The Borrower shall pay to the L/C Issuer the full amount of any drawing under a Letter of Credit in the currency in which such Letter of Credit was issued, unless the L/C Issuer (at its option) shall have specified that it will require reimbursement in Dollars for any Alternative Currency Letter of Credit, plus all interest accrued thereon, not later than the first business day after the Borrower receives notice of payment from the L/C Issuer (or the second business day if such notice is received after 11:00 a.m. NY time); provided that the Borrower’s obligation to reimburse the L/C Issuer with respect to such drawing shall, unless the Borrower and the L/C Issuer shall otherwise each agree, first be satisfied by funds (in Dollars) withdrawn by the Administrative Agent from the L/C Cash Collateral Account and transferred to the L/C Issuer.

Currency

The Administrative Agent shall determine the Spot Rates (as defined below) as

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of each Revaluation Date (as defined below) to be used for calculating Dollar Amounts (as defined below) of Letter of Credit extensions denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. The applicable amount of any currency (other than Dollars) shall be such Dollar Amount as so determined by the Administrative Agent. “Spot Rate” for a currency means the rate determined by the L/C Issuer to be the rate quoted by the L/C Issuer as the spot rate for the purchase by the L/C Issuer of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. NY time on the date two business days prior to the date as of which the foreign exchange computation is made; provided that the L/C Issuer may obtain such spot rate from another financial institution designated by the L/C Issuer if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Alternative Currency Letter of Credit. “Revaluation Date” means with respect to any Alternative Currency Letter of Credit, each of the following: (i) each date of issuance of an Alternative Currency Letter of Credit, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) each date of withdrawal of any amount from the Letter of Credit Account and (v) such additional dates as the Administrative Agent or the L/C Issuer shall reasonably determine. “Dollar Amount” means, at any time: a) with respect to an amount denominated in Dollars, such amount; and b) with respect to an amount denominated in an Alternative Currency, an equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

Procedures for Issuance/Amendme nt:

Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) of an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer (the “Letter of Credit Application”), appropriately completed and signed by a Responsible Officer of the Borrower. As used herein, “Responsible Officer” means (i) the chief executive officer, president or any vice president of the Borrower or any applicable subsidiary and, in addition, any person holding a similar position or acting as a director or managing director with respect to any other foreign subsidiary of the Borrower or (ii) with respect to financial matters,

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the chief financial officer, senior vice president – finance, principal accounting officer, treasurer, assistant treasurer or controller of such person. Such Letter of Credit Application must be received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. NY time at least three business days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a business day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a business day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment as the L/C Issuer or the Administrative Agent may reasonably require. Conditions Precedent to Issuance:

The issuance of any Letter of Credit shall be conditioned on: (i) receipt by the L/C Issuer of a duly completed and executed Letter of Credit Application, (ii) the amount on deposit in the L/C Cash Collateral Account shall not be less than the L/C Collateralization Amount applicable at such time (after giving effect to the issuance of such Letter of Credit), (iii) there shall exist no default under the DIP Loan Documents, (iv) the representations and warranties of the Loan Parties therein shall be true and correct in all material respects (or in the case of representations and warranties with a “materiality” qualifier, true and correct in all respects) immediately prior to, and after giving effect to, such funding, issuance or granting, (v) the issuance of such Letter of Credit shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently, (vi) the issuance of such Letter of Credit shall not result in the aggregate outstandings under the DIP Facility exceeding the amount authorized by the Interim Order or the Final Order, as applicable, and (vii) the Interim Order or Final Order, as the case may be, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect.

Letter of Credit Facility Fees:

A fronting fee in the amount of 0.125% on the outstanding face amount of each Letter of Credit shall be payable to the L/C Issuer. Such fronting fees shall be due and payable in Dollars on the first business day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower will pay to the L/C

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Issuer its standard opening, amendment, presentation, wire and other administration charges applicable to each such Letter of Credit. Counsel to the L/C Issuer:

Shearman & Sterling LLP.

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ANNEX C Representations and Warranties [Attached].

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REPRESENTATIONS AND WARRANTIES1 3.1

Financial Statements; No Change.

(a) The audited consolidated balance sheet of the Financial Statement Entities and their consolidated Subsidiaries (on a combined basis) dated March 31, 2016, and the related audited consolidated statements of income and of cash flows for the fiscal year of the Financial Statement Entities ended on that date (i) were prepared in accordance with GAAP applied consistently throughout the period reflected therein and with prior periods, except as disclosed therein, and (ii) fairly present in all material respects the consolidated financial condition of the Financial Statement Entities and their consolidated Subsidiaries (on a combined basis) as of the date thereof and their consolidated results of operations and consolidated cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to any events relating to the Vogtle project and the Sumner project. (b) The unaudited consolidated balance sheets of the Financial Statement Entities and their consolidated Subsidiaries (on a combined basis) dated June 30, 2016, September 30, 2016 and December 31, 2016 and the related unaudited consolidated statements of income and of cash flows for the relevant quarterly period of the 2016 fiscal year of such Financial Statement Entities ended on that date (i) were prepared in accordance with GAAP (except that such financial statements may include abbreviated notes) applied consistently throughout the period reflected therein and with prior periods, except as disclosed therein, and (ii) fairly present in all material respects the consolidated financial condition of the Financial Statement Entities and their consolidated Subsidiaries (on a combined basis) as of the date thereof and their consolidated results of operations and consolidated cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to normal year-end audit adjustments and any events relating to the Vogtle project and the Sumner project. (c) Since March 31, 2016, other than the commencement of the Cases, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect. 3.2

Existence; Compliance with Law.

Each of the Company, Westinghouse Electric UK Holdings Limited (“Westinghouse UK”) and their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except for absences of such good standing in respect of such Subsidiaries as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) has the organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except for absences of such power, authority or right as could not, in the aggregate, reasonably be expected to have a Material 1

Capitalized terms used but not otherwise defined in the Term Sheet shall have the meanings assigned to such terms in that certain Second Amended and Restated Credit Agreement dated December 11, 2015 among the Company, Westinghouse UK, the financial institutions party thereto, and BNP Paribas, as administrative agent (as amended, amended and restated or otherwise modified from time to time, the “Existing BNP Facility”).

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Adverse Effect, (c) is duly qualified as a foreign organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except for absences of such qualification or good standing as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 3.3

Power; Authorization; Enforceable Obligations

Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the DIP Loan Documents to which it is a party and to obtain extensions of credit thereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the DIP Loan Documents to which it is a party and to authorize the extensions of credit on the terms and conditions of the DIP Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit under the DIP Loan Documents or with the execution, delivery, performance, validity or enforceability of the DIP Loan Documents. Each DIP Loan Document to which any Loan Party is a party has been duly executed and delivered on behalf of such Loan Party. Each DIP Loan Document to which any Loan Party is a party upon execution will constitute, a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditorsâ&#x20AC;&#x2122; rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 3.4

No Legal Bar.

The execution, delivery and performance of the DIP Loan Documents, the extension of credit thereunder and the use of proceeds thereof will not violate any Requirement of Law or any Contractual Obligation, including any post-petition agreement, of the Company, Westinghouse UK or any of their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation, other than Liens created under the DIP Loan Documents and the DIP Financing Orders. No Requirement of Law or Contractual Obligation applicable to the Company, Westinghouse UK or any of their respective Subsidiaries could reasonably be expected to have a Material Adverse Effect. 3.5

Litigation.

Other than the Cases, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Company or Westinghouse UK, threatened by or against the Company, Westinghouse UK or any of their respective Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the DIP Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

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No Default.

Except for the defaults and events of defaults set forth under the waivers to the Existing BNP Facility, none of the Company, Westinghouse UK or any of their respective Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No default or event of default under the DIP Facility has occurred and is continuing. 3.7

Ownership of Property; Liens.

Each of the Company, Westinghouse UK and their respective Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its Material real property, and good title to, or a valid leasehold interest in, all its other Material property, and none of such property is subject to any Lien except as permitted by the DIP Loan Documents. 3.8

Intellectual Property.

The Company, Westinghouse UK and each of their respective Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business in all Material respects as currently conducted. No Material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Company nor Westinghouse UK know of any valid basis for any such claim. The use of Intellectual Property by the Company, Westinghouse UK and their respective Subsidiaries does not infringe on the rights of any Person in any Material respect. 3.9

Taxes.

Each of the Company, Westinghouse UK and each of their respective Subsidiaries has timely filed or caused to be timely filed all foreign, national, state and local income and other Material tax returns that are required to be filed (taking into account all proper extensions) and has timely paid all Taxes required to be paid and paid any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Company, Westinghouse UK or their respective Subsidiaries, as the case may be); no Tax Lien has been filed, and, to the knowledge of the Company or Westinghouse UK, no claim is being asserted, with respect to any Tax, fee or other charge. There are no tax sharing agreements between either the Company or Westinghouse UK and Toshiba Corporation. Under the laws of its Relevant Jurisdiction it is not necessary that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the DIP Loan Documents or the transactions contemplated by the DIP Loan Documents. 3.10

Federal Regulations.

No extension of credit under the DIP Loan Documents, will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms

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under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Company and Westinghouse UK will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. 3.11

Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the Company, Westinghouse UK or any of their respective Subsidiaries pending or, to the knowledge of the Company or Westinghouse UK, threatened; (b) hours worked by and payment made to employees of the Company, Westinghouse UK and their respective Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from the Company, Westinghouse UK or any of their respective Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the Company, Westinghouse UK or the relevant Subsidiary. 3.12

ERISA.

Neither a Reportable Event nor a failure to satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) has occurred during the five-year period (or, if shorter, for the period during which the Plan in question has been in existence) prior to the date on which this representation is made or deemed made with respect to any Pension Plan, and each Plan has complied in all Material respects with the applicable provisions of ERISA and the Code. No Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA). No termination of a Pension Plan has occurred, and no Lien in favor of the PBGC or a Pension Plan has arisen, during such period. The present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits by a Material amount. None of the Company, Westinghouse UK or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a Material liability under ERISA, and none of the Company, Westinghouse UK or any Commonly Controlled Entity would become subject to any Material liability under ERISA if the Company, Westinghouse UK or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is in Reorganization or Insolvent. 3.13

Investment Company Act; Other Regulations.

None of the Company, Westinghouse UK or any of their respective Subsidiaries is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. None of the Company,

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Westinghouse UK or any of their respective Subsidiaries is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness. 3.14

Use of Proceeds.

The loans and letters of credit extended or issued under the DIP Facility shall be used for the purposes set forth in the “Purpose” section in the Term Sheet. 3.15

Environmental Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) the facilities and properties owned, leased or operated by the Company, Westinghouse UK or any of their respective Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law; (b) none of the Company, Westinghouse UK or any of their respective Subsidiaries has received or is aware of any notice of violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Company, Westinghouse UK or any of their respective Subsidiaries (the “Business”), nor do the Company and Westinghouse have knowledge or reason to believe that any such notice will be received or is being threatened; (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Company and Westinghouse UK, threatened, under any Environmental Law to which the Company, Westinghouse UK or any of their respective Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Company, Westinghouse UK or any of their respective Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;

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(f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g) none of the Company, Westinghouse UK or any of their respective Subsidiaries has assumed any liability of any other Person under Environmental Laws. 3.16

Accuracy of Information, etc.

No statement or information contained in any DIP Loan Document, or any other document, certificate or statement furnished by or on behalf of the Company or Westinghouse UK to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by the DIP Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. 3.17

Solvency.

The non-Debtor Subsidiaries (taken as a whole), after giving effect to the transactions contemplated by the DIP Loan Documents and the borrowings thereunder, are Solvent. 3.18

AML Laws; Anticorruption Laws and Sanctions.

Each of the Company and Westinghouse UK has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, Westinghouse UK, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. Each of (a) the Company, Westinghouse UK, any of their respective Subsidiaries or, to the knowledge of either the Company or Westinghouse UK, any of their respective directors or officers, or any of their respective employees or Affiliates, or (b) to the knowledge of either the Company or Westinghouse UK, any agent of the Company, Westinghouse UK or any of their respective Subsidiaries or other of its Affiliates that will act in any capacity in connection with or benefit from the DIP Facility, (i) is not a Sanctioned Person, (ii) is in compliance in all material respects with Anti-Corruption Laws and Sanctions, (iii) to the extent applicable, is in compliance in all material respects with AML Laws. No extension of credit under the DIP Facility, use of proceeds thereof by the Company, Westinghouse UK or any of their respective Subsidiaries or other transaction contemplated by the DIP Loan Documents will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Each of the Company and Westinghouse UK represents that neither it nor any of its Subsidiaries, or, to its knowledge, its parent company or any other of its Affiliates has engaged in or intends to engage in any unlawful dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

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Security Interest.

Upon entry of each of the Interim Order and the Final Order, as applicable, each such DIP Financing Order shall be effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid, enforceable and perfected security interest and hypothec in the Collateral of the Loan Parties and proceeds thereof, as contemplated thereby, as described in the DIP Loan Documents. Section 3.20 DIP Financing Orders. (a) The Interim Order or, at all times after its entry by the Bankruptcy Courts, the Final Order, is in full force and effect, and has not been vacated, reversed, terminated, stayed modified or amended in any manner without the reasonable written consent of the Required Lenders. (b) Upon the occurrence of the maturity date (whether by acceleration or otherwise) of any of the obligations under the DIP Facility, the Lenders shall, subject to the provisions of the â&#x20AC;&#x153;Events of Defaultâ&#x20AC;? section in the Term Sheet and the applicable provisions of the applicable DIP Financing Order, be entitled to immediate payment of such obligations, and to enforce the remedies provided for under the DIP Loan Documents in accordance with the terms thereof and such DIP Financing Order, as applicable, without further application to or order by the Bankruptcy Court. (c) If either the Interim Order or the Final Order is the subject of a pending appeal in any respect, none of such DIP Financing Order, the extension of credit or the performance by any Loan Party of any of its obligations under any of the DIP Loan Documents shall be the subject of a presently effective stay pending appeal. The Company, the Administrative Agent and the Lenders shall be entitled to rely in good faith upon the DIP Financing Orders, notwithstanding objection thereto or appeal therefrom by any interested party. The Company, the Administrative Agent and the Lenders shall be permitted and required to perform their respective obligations in compliance with the DIP Loan Documents notwithstanding any such objection or appeal unless the relevant DIP Financing Order has been stayed by a court of competent jurisdiction. Section 3.21 Appointment of Trustee or Examiner; Liquidation. No order has been entered in any of the Cases (i) for the appointment of a Chapter 11 trustee, (ii) for the appointment of a responsible officer or examiner (other than a fee examiner) having expanded powers (beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1104 of the Bankruptcy Code or (iii) to convert any of the Cases to a case under Chapter 7 of the Bankruptcy Code or to dismiss any of the Cases. Section 3.22 Superpriority Claims; Liens. Upon the entry of each of the Interim Order and the Final Order, each such DIP Financing Order and the DIP Loan Documents are sufficient to provide the DIP Superpriority Claims and security interests and Liens on the Collateral of the Loan Parties described in, and with the priority provided in, the DIP Loan Documents.

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Section 3.23 AP 1000 Projects. (a) Each of the Vogtle construction contract and the Sumner construction contract (collectively, the “Subject Contracts”) are executory contracts capable of being rejected pursuant to Section 365 of the Bankruptcy Code. (b) The rejection of any of the Vogtle construction contract and the Sumner construction contract would not give rise to any secured claims, claims that would rank senior to the DIP Loans, or enforceable rights of set-off. (c) The rejection of any of the Subject Contracts does not default, impair, terminate, forfeit, or trigger any cross-default to, any regulatory license or permit necessary for the operations of the non-AP1000 businesses, or prevent any of the non-AP1000 business from continued compliance with any of their regulatory license or permitting necessary for their continued operations. (d) The rejection of any of the Subject Contracts does not give rise to or trigger any personal liability of any of the officers or directors of the Loan Parties, or result in any of the Loan Parties’ executives being “permit blocked” or otherwise precluded from continued employment under applicable regulations in the industry. (e) The rejection of the Subject Contracts does not result in the forfeiture of any material assets of the Loan Parties.

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ANNEX D Affirmative Covenants [Attached].

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The DIP Loan Documents will contain the following affirmative covenants (subject to the exceptions, qualifications and carveouts set forth herein):2 A. Preservation and maintenance of existence, business and properties. B. (i) Procurement and maintenance with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business; (ii) prompt notification to the Administrative Agent and each Lender of any change, or proposed change, of which the Company or any Intercompany Borrower becomes aware to the provisions of the Nuclear Installations Act 1965 (including, without limitation, section 16 thereof) which gives legislative force to the principles of the Paris Convention on Third Party Liability in the Field of Nuclear Energy and the Brussels Convention supplementary to the Paris Convention; and (iii) limitation to only carry out advisory or other work in relation to nuclear generation to the extent that it is covered by insurance or other arrangements constituting alternative safeguards to a level considered prudent by its directors in relation to any liability which could arise from such work. C. Payment of taxes and other claims. D. Financial statements, reports, etc. E. Litigation and other notices, including, but not limited to, with respect to (i) the occurrence of a default or event of default under the DIP Loan Documents, (ii) any default under any Contractual Obligation of the Company, Westinghouse Electric UK Holdings Limited (“Westinghouse UK”) and their respective Subsidiaries or litigation, investigation or proceeding that may exist at any time between the Company, Westinghouse UK and any of their respective Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined , as the case may be, could reasonably be expected to have a Material Adverse Effect, (iii) any litigation or proceeding affect the Company, Westinghouse UK or any of their respective Subsidiaries (1) in which the amount involved is $10,000,000 or more and not covered by insurance, (2) in which Material injunctive or similar relief is sought or (3) which relates to any DIP Loan Document, (iv) the following events, as soon as possible and in any event within 30 days after the Company or Westinghouse UK knows or has reason to know thereof: (1) the occurrence of any Reportable Event with respect to any Pension Plan; a failure to make any required contribution to a Plan; a Pension Plan entering “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); the creation of any Lien in favor of the

Capitalized terms used but not otherwise defined in the Term Sheet shall have the meanings assigned to such terms in the Existing BNP Facility. 2 Prior to entry of the DIP Loan Documents (other than the Term Sheet), the affirmative covenants set forth on Annex E attached hereto shall apply.

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PBGC or any Plan; any withdrawal from, or the termination of, any Pension Plan or Multiemployer Plan; or the Reorganization or Insolvency of any Multiemployer Plan, or determination that any Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or (2) the institution of proceedings or the taking of any other action by the PBGC or the Company, Westinghouse UK or any Commonly Controlled Entity or any Plan or Multiemployer Plan with respect to the withdrawal from, or the termination of, any Pension Plan or Multiemployer Plan, the Reorganization or Insolvency of any Multiemployer Plan, or the determination that any Multiemployer Plan is in endangered or critical status, (v) any development or event that has had or could reasonably be expected to have a Material Adverse Effect, (vi) the imposition of any Applicable Debt Rating or any change therein and (vii) such other information (financial or otherwise) with respect to the Company, Westinghouse UK or any of their Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. F. Compliance with laws and regulations. G. Maintenance of records, access to properties and inspections. H. Use of proceeds solely in accordance with the Term Sheet. I.

Compliance with environmental laws.

J. Provision of additional collateral, guarantees and mortgages; further assurances. K. Maintenance of cash management systems; application of the proceeds of accounts. L. Compliance in all respects, after entry thereof, with all requirements and obligations set forth in the DIP Financing Orders, “first day” orders and “second day” orders, as each such order is amended and in effect from time to time in accordance with the DIP Loan Documents. M. Copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of any of the Loan Parties with the Bankruptcy Court, or distributed by or on behalf of any of the Loan Parties to any appointed in the Cases, providing copies of the same to the Lenders and counsel for the Administrative Agent and Initial Lender. N. Continued retention of a restructuring advisor and a financial advisor reasonably satisfactory to the Administrative Agent (it being agreed that Alix Partners and PJT Partners are reasonably satisfactory to the Administrative Agent). O. Quarterly lender calls. P. Bi-weekly update calls for the Initial Lender and its advisors.

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Q. Company shall have used its reasonable best efforts to enter into the DIP Loan Documents. R. Such other information (financial or otherwise) with respect to the Company and its subsidiaries as the Lenders and the L/C Issuer (through the Administrative Agent) may reasonably request.

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ANNEX E Negative Covenants [Attached].

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Negative Covenants A. Limitations on indebtedness, except that the following indebtedness shall be permitted: 1. indebtedness under the DIP Facility (including the Letter of Credit Facility); 2. indebtedness of the Loan Parties and its subsidiaries existing on the DIP Closing Date, and listed on a Schedule 3 to the Term Sheet;1 3. indebtedness in connection with the Intercompany Loans; 4. indebtedness (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business and (ii) in respect of letters of credit (other than letters of credit under the Letter of Credit Facility), bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items; 5. (i) guaranties of the obligations of suppliers, customers and licensees in the ordinary course of business, (ii) indebtedness incurred in the ordinary course of business to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (iii) indebtedness in respect of letters of credit (other than letters of credit under the Letter of Credit Facility), bankersâ&#x20AC;&#x2122; acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business, workers compensation claims or other employee benefits; 6. guarantees of indebtedness otherwise permitted to be incurred pursuant to this Section A or other obligations not prohibited by this Term Sheet; provided that in the case of any guarantee by any Loan Party of the obligations of any subsidiary that is not a Loan Party, the related investment is permitted under Section D; 7. indebtedness consisting of (i) the financing of insurance premiums and/or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 8. indebtedness with respect to capital leases and purchase money indebtedness incurred in the ordinary course of its business in an aggregate outstanding principal amount not to exceed $5,000,000; 9. [indebtedness under any hedging transaction not entered into for speculative purposes];2 10. other indebtedness in an aggregate outstanding principal amount not to exceed $5,000,000. B.

Limitations on liens, except that the following liens shall be permitted: 1. liens for taxes not yet due or that are being contested in good faith by appropriate proceedings;

1 2

Schedule subject to review. Inclusion subject to diligence

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2. carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than 30 days; 3. pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; 4. deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 5. easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business; 6. liens in existence on the DIP Closing Date listed on Schedule 4 to Term Sheet;3 7. liens securing indebtedness in connection with capital leases and purchase money debt permitted under Section (A) above; 8. liens not otherwise permitted by this Section B so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $5,000,000; 9. liens securing the obligations under the DIP Facility (including the Letter of Credit Facility); 10. precautionary or purported liens evidenced by the filing of UCC financing statements or similar financing statements under applicable laws; 11. liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 12. leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not secure any indebtedness; 13. liens securing the Intercompany Loans; and 14. liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto. C.

Limitations on sale and leaseback transactions.

D. Limitations on investments, loans and advances (collectively, the “Investments”), except that the following Investments shall be permitted: 1. Investments (i) existing on, or contractually committed to or contemplated as of, the DIP Closing Date and described on Schedule 5 to this Term Sheet4; 2. the Intercompany Loans;

3 4

Schedule subject to review. Schedule subject to review.

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3. (i) Investments existing on the DIP Closing Date in the Loan Parties or any of their subsidiaries, (ii) Investments among the Borrower and/or one or more of Loan Parties, (iii) Investments made by any Loan Party’s subsidiary that is not a Loan Party in any Loan Party and/or any other Loan Party’s subsidiary that is not a Loan Party; 4. Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies; 5. Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; 6. other Investments in an aggregate amount at any time outstanding not to exceed $5,000,000; and 7. Investments in connection with the Corporate Reorganization5. E. Limitations on mergers, consolidations, sales of assets (“Dispositions”) and acquisitions, except that the following shall be permitted: 1. the Corporate Reorganization (subject to the consent of Required Lenders) and, to the extent permitted by the Bankruptcy Court, any other corporate reorganization; 2. Dispositions of surplus, obsolete or worn out property in the ordinary course of business; 3. the sale of inventory in the ordinary course of business; 4. Dispositions of other property having a fair market value not to exceed $5,000,000. 5. to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property; 6. Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); 7. Dispositions made to comply with any order of any governmental authority or any applicable laws; F. Limitations on dividends and distributions, except that the Borrower and its Subsidiaries shall be permitted: 1. dividends and distributions from subsidiaries of any Loan Parties to such Loan Party;

“Corporate Reorganization” means a reorganization that may involve a transfer after the DIP Closing Date of ownership of Westinghouse Electric UK Holdings Limited (“WEC UK”) to a new holding company that will be the direct parent of WEC UK and the indirect parent of Toshiba Nuclear Energy Holdings (US) Inc.

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2. to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to any director, officer or employees of any parent company) and franchise taxes, and similar fees and expenses, required to maintain the organizational existence of such parent company; 3. to pay audit and other accounting and reporting expenses of any parent company to the extent such expenses are attributable to any parent company and/or its subsidiaries; and 4. to pay any insurance premium that is payable by, or attributable to, any parent company and/or its subsidiaries. G.

Limitations on transactions with affiliates, except for: 1. any transaction among Loan Parties; 2. any transactions in connection with the Corporate Reorganization, subject to the consent of Required Lenders; 3. transactions in existence on the DIP Closing Date and any similar transaction among Loan Parties and their subsidiaries consistent with past practice; 4. any Intercompany Loans; and 5. any transaction on terms that are no less favorable to the Loan Parties or their subsidiaries than might be obtained at the time in a comparable armâ&#x20AC;&#x2122;s length transaction from a person who is not an affiliate.

Limitations on changes in business, except for changes relating to the AP1000 Projects.

I. Limitations on the (i) payment and modification of subordinated or other prepetition indebtedness, except in the case of prepetition debt, pursuant to â&#x20AC;&#x153;first dayâ&#x20AC;? or other orders entered by the Bankruptcy Court that are in form and substance satisfactory to the Administrative Agent, (ii) modification of certificate of incorporation and by-laws and (ii) modification of the Liquidity Facility Agreement without the prior consent of the Requisite Lenders to the extend such modifications are adverse to the Lenders. M.

Limitations on changes to fiscal year and accounting.

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SCHEDULE 1

[*** SUBJECT TO LOCAL LAW RESTRICTIONS, CORPORATE BENEFIT, FINANCIAL ASSISTANCE, REGULATORY CONSENT AND REQUIREMENTS, CONTRACTUAL RESTRICTIONS/PROHIBITIONS AND EXISTING THIRD PARTY ARRANGEMENTS ***] Guaranty and Security Requirements by Jurisdiction

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[*** SUBJECT TO LOCAL LAW RESTRICTIONS, CORPORATE BENEFIT, FINANCIAL ASSISTANCE, REGULATORY CONSENT AND REQUIREMENTS, EXISTING CONTRACTUAL RESTRICTIONS/PROHIBITIONS, MATERIALITY THRESHOLDS AND EXISTING THIRD PARTY ARRANGEMENTS ***] Supplemental Guaranty and Security Requirements by Jurisdiction England and Wales 1. Subject to regulatory consent to the extent required (if at all), TSB (Investment Europe) Limited, Uranium Asset Management Limited and Westinghouse Electric Company UK Limited (the “UK Entities”) will be able to provide guarantees in respect of the obligations of the Intercompany Borrower. 2. Each of the UK Entities will be able to provide pledges over their shares and assets (cash, account receivables, inventory, plant, property & equipment and intangible fixed assets). 3. Toshiba Nuclear Energy Holdings (UK) Limited will be able to provide a pledge of its shares in the new UK holding company (“UK Newco”) and UK Newco will be able to provide a pledge over its shares in Westinghouse Electric UK Holdings Limited. France 4. Subject to corporate benefit requirements, each of the following French entities Westinghouse Electrique France SAS, Astare, Westinghouse Operations Nucleaire SAS and Westinghouse Service Nucleaire (the “French Entities”) will be able to provide guarantees in respect of the obligations of the Intercompany Borrower. 5. Subject to corporate benefit requirements, each of the French Entities will be able to provide pledges over their shares and assets (cash, account receivables, inventory, plant, property & equipment and intangible fixed assets). Germany 6. Subject to corporate benefit requirements, Westinghouse Electric Germany GmbH (WEG) will be able to provide a guarantee in respect of the obligations of the Intercompany Borrower. 7. Subject to corporate benefit requirements, WEG will be able to provide pledges over its shares and assets pledges over its subsidiaries including to the extent possible those shares it holds in joint-ventures; pledges over its bank accounts; security over its receivables (including trade receivables, insurance receivables, intra-group receivables); security over its moveable assets; security over IP-rights; land charges). . Japan

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8. Subject to regulatory consent to the extent required (if at all), Westinghouse Electric Japan Limited (WEJL) will be able to provide a guarantee in respect of the obligations of the Intercompany Borrower. 9. Subject to regulatory consent to the extent required (if at all), WEJL will be able to provide pledges over its shares and assets (account receivables, inventory, plant, property & equipment). Spain 10. Subject to corporate benefit requirements, Westinghouse Electric Spain, S.A.U. ("WES") will be able to provide a joint and several guarantee in respect of the obligations of the Intercompany Borrower. 11. WES will be able to grant security, pledges or mortgages over its assets (including but not limited to account receivables, bank accounts, inventory, plants, real estate assets, bank accounts and equipment), and Westinghouse Electric UK Holdings Limited will grant Spanish law share pledges over the shares in WES and in Westinghouse Technology Services. Sweden 12. TNEE Electric Sweden Holding AB (“TNEE Sweden”) will be able to provide (i) a guarantee in respect of Westinghouse Electric Sweden AB (“WES AB”) obligations under the Intercompany Facility and subject to guarantee limitations in respect of obligations of certain other Intercompany Borrowers (ii) a pledge over the shares in WES AB. 13. WES AB’s will be able to provide a guarantee in respect of its own obligations under the Intercompany Facility and subject to guarantee limitations in respect of obligations of certain other Intercompany Borrowers. 14. Subject to applicable regulatory consent to the extent required (if at all) TNEE Electric Sweden Holding AB (“TNEE Sweden”) will be able to provide (i) a guarantee in respect of Westinghouse Electric Sweden AB (“WES AB”) obligations under the Intercompany Facility and subject to guarantee limitations in respect of obligations of certain other Intercompany Borrowers (ii) a pledge over the shares in WES AB. 15. WES AB’s will be able to provide a guarantee in respect of its own obligations under the Intercompany Facility and subject to guarantee limitations in respect of obligations of certain other Intercompany Borrowers. 16. Subject to applicable regulatory consent to the extent required (if at all), WES AB will be able to provide pledges over (i) the shares in WESDYNE Sweden AB (“Wesdyne Sweden”) and Westinghouse Electric Ukraine AB; business mortgages in an amount to be agreed; mortgages in an amount to be agreed ; Swedish and European trademarks; intercompany receivables and customer receivables.

2 ERROR! UNKNOWN DOCUMENT PROPERTY NAME.

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17. Subject to limitation language, Wesdyne Sweden will be able to provide (i) a guarantee in respect of WES AB’s obligations under the Intercompany Facility and (ii) pledges over its business mortgage; Swedish and European trademarks and intercompany receivables. 18. Subject to limitation language, Westinghouse Electric Ukraine AB will be able to provide (i) a guarantee in respect of WES AB’s obligations under the Intercompany Facility and (ii) a pledge over intercompany receivables. 19. , WES AB will be able to provide pledges over (i) the shares in WESDYNE Sweden AB (“Wesdyne Sweden”) and Westinghouse Electric Ukraine AB; business mortgages (amount TBC); mortgages (amount TBC); Swedish and European trademarks; intercompany receivables and customer receivables. 20. Subject to limitation language, Wesdyne Sweden will be able to provide (i) a guarantee in respect of WES AB’s obligations under the Intercompany Facility and (ii) pledges over its business mortgage; Swedish and European trademarks and intercompany receivables. 21. Subject to limitation language, Westinghouse Electric Ukraine AB will be able to provide (i) a guarantee in respect of WES AB’s obligations under the Intercompany Facility and (ii) a pledge over intercompany receivables. Belgium 22. Subject to corporate benefit requirements, Westinghouse Electric Belgium SA (WEB) will be able to provide a guarantee in respect of the obligations of the Intercompany Borrower. 23. Subject to corporate benefit requirements, security can be taken over its shares and assets (receivables (incl. bank accounts), IP (if material), plant, property & equipment). Regulated Entities Any guarantees or security taken over shares in or assets of the regulated entities in England & Wales, Belgium, Sweden or Japan will require regulatory review and approval – a timeline regarding this process to be confirmed.

3 ERROR! UNKNOWN DOCUMENT PROPERTY NAME.

17-10751-mew

Doc 19

Filed 03/29/17 Entered 03/29/17 14:11:50 Pg 127 of 132

Main Document

SCHEDULE 2 Intercompany Borrowers NAME OF ORIGINAL BORROWER

ASTARE

REGISTRATION NUMBER (OR EQUIVALENT, IF ANY) ORIGINAL JURISDICTION [ *** ] (France)

Springfields Fuel Limited

03857770 (England & Wales)

TSB (Investment Europe) Limited

03976730 (England & Wales)

Uranium Asset Management Limited

03162046 (England & Wales)

Westinghouse Electric Belgium SA Westinghouse Electric Company UK Limited Westinghouse Electric Germany GmbH

[ *** ] (Belgium) 04006213 (England & Wales) [ *** ] (Germany)

Westinghouse Electric Japan Limited

[ *** ] (Japan)

Westinghouse Electric Spain S.A.U.

[ *** ] (Spain)

Westinghouse Electric Sweden AB

[ *** ] (Sweden)

Westinghouse Electric UK Holdings Limited

02458109 (England & Wales)

Westinghouse Electrique France SAS

[ *** ] (France)

Westinghouse Operations Nucleaire SAS

[ *** ] (France)

Westinghouse Service Nucleaire

[ *** ] (France)

17-10751-mew

Doc 19

Filed 03/29/17 Entered 03/29/17 14:11:50 Pg 128 of 132

Exhibit 2 Budget

Main Document

Westinghouse Electric Company LLC DIP Budget

17-10751-mew Week Ending:

Ongoing Business Cash Flows Receipts Core Operating Business Receipts NF&CM OPB DDR&WM WECTEC NPMP ‐ ex. Construction Working Capital Adjustments Other Total Receipts Cumulative

Doc 19

Filed 03/29/17 Entered 03/29/17 14:11:50 Pg 129 ofPost Petition 132

Main Document

As of 03/28/17 Amount in $000's USD

1 03/31/17

2 04/07/17

3 04/14/17

4 04/21/17

5 04/28/17

6 05/05/17

7 05/12/17

8 05/19/17

9 05/26/17

10 06/02/17

11 06/09/17

12 06/16/17

13 06/23/17

13 Weeks Total

34.5 44.4 3.1 0.8 ‐ (16.0) ‐ 66.7

14.5 20.4 ‐ ‐ ‐ (16.0) ‐ 18.9

24.3 15.6 ‐ ‐ ‐ (16.0) ‐ 23.9

40.3 12.3 0.9 ‐ ‐ (16.0) ‐ 37.5

4.8 43.6 ‐ 2.7 13.0 ‐ ‐ 64.2

8.1 19.9 ‐ ‐ ‐ ‐ ‐ 28.0

34.0 8.7 0.1 ‐ ‐ ‐ ‐ 42.8

38.4 17.7 0.3 0.1 ‐ ‐ ‐ 56.5

11.0 14.7 ‐ 1.0 8.3 ‐ ‐ 35.0

22.0 60.8 0.7 ‐ ‐ ‐ ‐ 83.5

20.2 4.6 ‐ ‐ ‐ ‐ ‐ 24.8

19.6 9.7 ‐ 0.1 ‐ ‐ ‐ 29.5

4.2 6.2 2.0 ‐ ‐ ‐ ‐ 12.4

276.1 278.8 7.0 4.7 21.3 (64.1) ‐ 523.7

66.7 85.6 109.5 147.0 211.2 239.2 282.0 338.5 373.5 457.0 481.8 511.3 523.7

523.7

(22.2) (6.0) (0.0) (0.5) (5.5) 36.7 2.3

(7.2) (6.0) (0.1) (0.1) (5.1) 21.7 3.3

(7.1) (6.0) (0.1) (0.1) (5.1) 20.6 2.3

(8.0) (7.2) (0.1) (2.3) (5.1) 24.9 2.3

(8.9) (9.5) (0.2) (0.7) (5.1) 28.0 3.8

(4.8) (9.5) (0.1) (0.3) (4.6) ‐ (19.3)

(2.2) (10.5) (0.1) (0.3) (4.6) ‐ (17.7)

(6.9) (10.5) (0.1) (1.3) (4.6) ‐ (23.4)

(5.3) (7.8) (0.1) (0.7) (4.6) ‐ (18.5)

(5.9) (7.8) (0.1) (0.3) (3.5) ‐ (17.5)

(5.7) (7.8) (0.1) (0.3) (3.5) ‐ (17.4)

(2.7) (9.8) (0.1) (0.3) (3.5) ‐ (16.3)

(5.2) (7.2) (0.1) (1.3) (3.5) ‐ (17.3)

(92.1) (105.6) (1.3) (8.4) (58.1) 132.0 (133.5)

Corporate / Payroll ECoE Corporate CapEx / R&D Pension Funding Payroll Subtotal Corporate / Payroll

(0.2) (3.6) ‐ ‐ ‐ (3.8)

(0.3) (4.5) ‐ ‐ (2.3) (7.1)

(0.3) (4.5) ‐ (13.8) (10.3) (28.9)

(0.3) (4.5) ‐ ‐ (9.8) (14.6)

(0.3) (4.5) (3.0) ‐ (32.1) (39.9)

(0.3) (4.5) ‐ ‐ (9.7) (14.5)

(0.3) (4.5) (2.5) ‐ (7.4) (14.7)

(0.3) (4.5) ‐ ‐ (12.4) (17.2)

(0.3) (4.5) (3.0) ‐ (18.7) (26.5)

(0.2) (3.6) ‐ ‐ (23.1) (27.0)

(0.2) (3.6) ‐ ‐ (2.0) (5.9)

(0.2) (3.6) (2.5) ‐ (17.7) (24.0)

(0.2) (3.6) ‐ ‐ (2.0) (5.9)

(3.0) (54.2) (11.0) (13.8) (147.8) (229.8)

Other Non‐Operating Disbursements DIP Interest / Fees Professional Fees First Day Motions/Critical Vendors Other Subtotal Other Non‐Operating

(2.4) (1.8) (18.0) ‐ (22.3)

‐ (1.9) (15.7) ‐ (17.7)

(3.0) (1.9) (15.7) ‐ (20.7)

‐ (1.9) (15.7) ‐ (17.7)

(4.5) (1.9) (15.7) ‐ (22.1)

‐ (1.6) (15.7) ‐ (17.3)

‐ (1.6) ‐ ‐ (1.6)

(9.8) (23.5) (159.8) ‐ (193.1)

Non‐US Operation Funding Needs Funding Needs (ex. LCs) Subtotal Non‐US Operation Funding Needs

(112.5) (93.5) (28.5) (18.7) (20.6) 5.8 (7.7) (4.3) 1.2 26.5 (18.3) 0.1 2.0 (112.5) (93.5) (28.5) (18.7) (20.6) 5.8 (7.7) (4.3) 1.2 26.5 (18.3) 0.1 2.0

Disbursements Core Operating Business Disburements NF&CM OPB DDR&WM WECTEC NPMP ‐ ex. Construction Working Capital Adjustments Subtotal Core Business Disbursements

Total Disbursements Cumulative

(268.6) (268.6)

(136.3) (115.0) (72.8) (48.8) (77.5) (45.6) (57.7) (62.5) (65.9) (35.3) (43.1) (41.8) (22.7)

(825.0)

(136.3) (251.4) (324.1) (372.9) (450.3) (495.9) (553.7) (616.2) (682.1) (717.4) (760.5) (802.3) (825.0)

(825.0)

Ongoing Business Net Cash Flow

$ (69.7) $ (96.1) $ (48.8) $ (11.3) $ (13.3) $ (17.6) $ (15.0) $ (5.9) $ (30.9) $ 48.2 $ (18.3) $ (12.3) $ (10.3)

$ (301.3)

Cumulative

(69.7) (165.8) (214.6) (225.9) (239.1) (256.8) (271.7) (277.7) (308.6) (260.4) (278.7) (291.0) (301.3)

(301.3)

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (21.6) (13.7) (3.2) (21.0) (3.2) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (21.6) (13.7) (3.2) (21.0) (3.2)

‐ (62.7) (62.7) (171.2)

Summer / Vogtle Cash Flows (Details on following pages ) AP1000 Receipts/Disbursements AP1000 Wind‐Down Subtotal Summer / Vogtle Cash Flows Funds Transfer to Collateral Account for LCs

(90.9) (6.2) ‐

Total Net Cash Flow

$ (160.6) $ (102.3) $ (48.8) $ (64.9) $ (17.2) $ (21.8) $ (15.0) $ (6.5) $ (57.3) $ 27.4 $ (21.5) $ (33.3) $ (13.5)

$ (535.2)

Cumulative

(160.6) (262.9) (311.7) (376.6) (393.8) (415.6) (430.6) (437.1) (494.4) (467.0) (488.4) (521.8) (535.2)

(535.2)

85.5 (160.6) 341.3 $ 266.1

85.5 (535.2) 780.1 $ 330.3

Beginning Cash Balance Net Cash Flow DIP Financing (Cash Proceeds) Ending Cash Balance

266.1 (102.3) ‐ $ 163.8

163.8 (48.8) ‐ $ 115.0

(53.6) (4.0) (4.2) ‐

115.0 (64.9) 438.8 $ 488.9

488.9 (17.2) ‐ $ 471.7

471.7 (21.8) ‐ $ 449.9

Note: Week Ending 3/31 cash flows include 3/29 to 3/31 activity (post‐petition) Beginning balance of approx. $85.5M as of 3/28 Page 1 of 4

449.9 (15.0) ‐ $ 434.9

(0.5) (4.8) (7.0) ‐

434.9 (6.5) ‐ $ 428.5

428.5 (57.3) ‐ $ 371.1

371.1 27.4 ‐ $ 398.6

398.6 (21.5) ‐ $ 377.1

‐

377.1 (33.3) ‐ $ 343.7

‐

343.7 (13.5) ‐ $ 330.3

17-10751-mew

Doc 19

Westinghouse Electric Company LLC Letter of Credit Requirements / Availability

Week Ending:

1 03/31/17

2 04/07/17

Filed 03/29/17 Entered 03/29/17 14:11:50 Pg 130 of 132 3 04/14/17

4 04/21/17

5 04/28/17

6 05/05/17

Post Petition 7 8 05/12/17 05/19/17

Main Document

9 05/26/17

As of 03/28/17 Amount in $000's USD 10 06/02/17

11 06/09/17

12 06/16/17

13 06/23/17

13 Weeks Total

(49.9) (3.8) (0.2) ‐ ‐ (3.8) (0.8) ‐ (2.1) ‐ (3.9) ‐ (0.5) (0.8) (6.0) ‐ (52.0) (3.8) (4.1) ‐ (0.5) (4.7) (6.8) ‐

‐ ‐ ‐

(110.1) (56.1) (166.2)

Letter of Credit Requirements US LC Needs EMEA LC Needs Subtotal LC Requirements

(51.5) ‐ ‐ (36.7) (6.0) ‐ (88.3) (6.0) ‐

Cumulative Memo: Cash Collateralization at 103% Cumulative Cash Collateralization at 103%

(88.3) (94.3) (94.3) (146.3) (150.1) (154.2) (154.2) (154.7) (159.4) (166.2) (166.2) (166.2) (166.2) (90.9) (6.2) ‐ (53.6) (4.0) (4.2) ‐ (0.5) (4.8) (7.0) ‐ ‐ ‐ (90.9) (97.1) (97.1) (150.7) (154.6) (158.9) (158.9) (159.4) (164.2) (171.2) (171.2) (171.2) (171.2)

(166.2) (171.2) (171.2)

Beginning Collateral Account Balance Letter of Credit Requirements (at 103%) Funds Transfer from Cash Balances Ending Collateral Account Balance

‐ (90.9) 90.9 $ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ $ ‐ $ ‐ $ ‐

‐ (171.2) 171.2 $ ‐

LC DIP Availability Beginning LC Availability DIP Requirements Increase in Availability Ending LC Availability

‐ 11.7 5.7 5.7 78.7 74.9 70.8 70.8 70.3 65.6 58.8 58.8 58.8 (88.3) (6.0) ‐ (52.0) (3.8) (4.1) ‐ (0.5) (4.7) (6.8) ‐ ‐ ‐ 100.0 125.0 $ 11.7 $ 5.7 $ 5.7 $ 78.7 $ 74.9 $ 70.8 $ 70.8 $ 70.3 $ 65.6 $ 58.8 $ 58.8 $ 58.8 $ 58.8

‐ (166.2) 225.0 $ 58.8

‐ (6.2) 6.2 $ ‐

‐ ‐ ‐ (53.6) ‐ 53.6 $ ‐ $ ‐

‐ (4.0) 4.0 $ ‐

‐ (4.2) 4.2 $ ‐

Page 2 of 4

‐ ‐ ‐ $ ‐

‐ (0.5) 0.5 $ ‐

‐ (4.8) 4.8 $ ‐

‐ (7.0) 7.0 $ ‐

17-10751-mew

Doc 19

Westinghouse Electric Company LLC Summer / Vogtle Cash Flows

Filed 03/29/17 Entered 03/29/17 14:11:50 Pg 131 of 132

Main Document As of 03/28/17 Amount in $000's USD

1 03/31/17

2 04/07/17

3 04/14/17

4 04/21/17

5 04/28/17

6 05/05/17

Post Petition 7 8 05/12/17 05/19/17

9 05/26/17

10 06/02/17

11 06/09/17

12 06/16/17

13 06/23/17

13 Weeks Total

Receipts Vogtle Summer Subtotal Summer/Vogtle Receipts

33.4 30.2 63.6

38.0 36.3 74.3

40.8 35.9 76.7

42.0 42.0 35.7 35.7 77.7 77.7

‐ ‐ ‐

310.0 282.8 592.8

Disbursements Vogtle Summer Subtotal Summer/Vogtle Disbursements

(33.4) (38.0) (38.0) (38.0) (38.0) (40.8) (42.0) (42.0) ‐ (30.2) (36.3) (36.3) (36.3) (36.3) (35.9) (35.7) (35.7) ‐ (63.6) (74.3) (74.3) (74.3) (74.3) (76.7) (77.7) (77.7) ‐

‐ ‐ ‐

(310.0) (282.8) (592.8)

Week Ending: Summer / Vogtle Cash Flows

Net Cash Flow

‐

Cumulative

‐

Summer / Vogtle Wind‐Down Corporate Expenses Payroll Costs Associated with Wind Down Subtotal Summer / Vogtle Wind‐Down

‐ ‐ ‐ ‐

Cumulative

‐

‐ ‐

‐ ‐ ‐ ‐ ‐

‐ ‐

‐ ‐ ‐ ‐ ‐

‐ ‐

‐ ‐ ‐ ‐ ‐

‐ ‐

‐ ‐ ‐ ‐ ‐

‐ ‐

‐ ‐ ‐ ‐ ‐

‐ ‐ ‐

‐ ‐ ‐ ‐ ‐

‐

‐ ‐ ‐ ‐ ‐

‐ ‐

(0.6) (9.4) (11.7) (21.6)

‐ ‐

(0.4) (11.6) (1.7) (13.7)

‐ ‐

(0.4) (1.0) (1.7) (3.2)

‐ ‐

(0.4) (8.9) (11.7) (21.0)

‐ ‐

(0.4) (1.0) (1.7) (3.2)

(2.3) (31.8) (28.5) (62.7)

(21.6) (35.3) (38.5) (59.5) (62.7)

(62.7)

Total Summer/Vogtle Cash Flows

$ ‐

$ (21.6) $ (13.7) $ (3.2) $ (21.0) $ (3.2)

$ (62.7)

Cumulative

‐

(21.6) (35.3) (38.5) (59.5) (62.7)

(62.7)

Page 3 of 4

17-10751-mew

Doc 19

Westinghouse Electric Company LLC Debt Schedule

Week Ending: Interest Rate Applicable Margin 1m LIBOR TBU Interest Rate

1 03/31/17

6.25% 1.00% 7.25%

2 04/07/17

6.25% 1.00% 7.25%

Filed 03/29/17 Entered 03/29/17 14:11:50 Pg 132 of 132 3 04/14/17

6.25% 1.00% 7.25%

4 04/21/17

6.25% 1.00% 7.25%

5 04/28/17

6 05/05/17

6.25% 1.00% 7.25%

Post Petition 7 8 05/12/17 05/19/17

6.25% 1.00% 7.25%

Main Document As of 03/28/17 Amount in $000's USD

9 05/26/17

6.25% 1.00% 7.25%

10 06/02/17

6.25% 1.00% 7.25%

11 06/09/17

6.25% 1.00% 7.25%

12 06/16/17

6.25% 1.00% 7.25%

13 06/23/17

6.25% 1.00% 7.25%

DIP Facility Principal Beginning Amount Issuance Repayment Ending Amount Memo: Net cash Proceeds (net of OID 2.5%) Average Outstanding

$ ‐ $ 350.0 $ 350.0 350.0 ‐ ‐ ‐ ‐ ‐ $ 350.0 $ 350.0 $ 350.0 $ 341.3 $ 175.0 $ 350.0 $ 350.0

Interest Calculation Beginning Accrued Interest Balance Accrued interest Interest paid Ending Accrued Interest Balance

‐ 0.1 (0.1) $ ‐

Letter of Credit Forecast Beginning Amount Change Ending Amount Memo: Average Outstanding

$ ‐ $ 90.9 $ 97.1 $ 97.1 $ 150.7 $ 154.6 $ 158.9 90.9 6.2 ‐ 53.6 4.0 4.2 ‐ $ 90.9 $ 97.1 $ 97.1 $ 150.7 $ 154.6 $ 158.9 $ 158.9 $ 45.5 $ 94.0 $ 97.1 $ 123.9 $ 152.7 $ 156.8 $ 158.9

$ 158.9 $ 159.4 $ 164.2 $ 171.2 $ 171.2 $ 171.2 0.5 4.8 7.0 ‐ ‐ ‐ $ 159.4 $ 164.2 $ 171.2 $ 171.2 $ 171.2 $ 171.2 $ 159.1 $ 161.8 $ 167.7 $ 171.2 $ 171.2 $ 171.2

Additional Fees LC Fronting Fee (0.125%) LC Structuring Fee Work Fee Monthly Unused Commitment Fee (0.5%) Interest Income on LC Cash Collateral Subtotal Additional Fees

(0.0) (1.5) (0.8) (0.0) 0.0 $ (2.3)

‐ (0.0) ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0.1 $ ‐ $ 0.1

$ 350.0 $ 800.0 $ 800.0 $ 800.0 450.0 ‐ ‐ ‐ ‐ ‐ ‐ ‐ $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 438.8 $ 575.0 $ 800.0 $ 800.0 $ 800.0

‐ 0.5 1.0 1.8 0.5 0.5 0.8 1.1 ‐ ‐ ‐ (2.9) $ 0.5 $ 1.0 $ 1.8 $ ‐

‐ ‐ ‐ (0.0) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (0.1) ‐ ‐ ‐ 0.1 $ ‐ $ ‐ $ ‐ $ (0.1) $ ‐

$ ‐

‐ 1.1 1.1 1.1 ‐ ‐ $ 1.1 $ 2.3

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ $ ‐ $ ‐

$ (3.0) $ ‐

$ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0 $ 800.0

2.3 3.4 1.1 1.1 ‐ (4.5) $ 3.4 $ ‐

$ ‐

‐ 1.1 2.3 3.4 1.1 1.1 1.1 1.1 ‐ ‐ ‐ ‐ $ 1.1 $ 2.3 $ 3.4 $ 4.5

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ $ ‐ $ ‐ $ ‐ $ ‐

Total Interest / Fees

$ (2.4) $ ‐

Cumulative

(2.4) (2.4) (2.4) (2.4) (5.4) (5.4) (5.4) (5.4) (9.8) (9.8) (9.8) (9.8) (9.8)

Page 4 of 4

$ ‐

13 Weeks Total

$ (4.5) $ ‐

$ ‐

‐ 12.1 (7.5) $ 4.5

(0.0) (1.5) (0.8) (0.1) 0.1 $ (2.3) $ (9.8) (9.8)