17-10751-mew Doc 946 Filed 07/19/17 Entered 07/19/17 17:32

42360967;1

Susan F. Balaschak AKERMAN LLP 666 Fifth Avenue, 20th Floor New York, NY 10103 Tel.: (212) 880-3800 Fax: (212) 880-8965

Katherine C. Fackler (Admitted pro hac vice)AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel.: (904) 798-3700 Fax: (904) 798-3700

John E. Mitchell (Admitted pro hac vice)AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel.: (214) 720-4300 Fax: (214) 981-9339

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Hearing Date and Time: September 7, 2017 at 11:00 a.m.

Objection Deadline Date and Time: August 31, 2017 at 4:00 p.m.

----------------------------------------------------------X In re Chapter 11

WESTINGHOUSE ELECTRIC Case No. 17-10751 (MEW) COMPANY LLC, et al.,

(Jointly Administered) Debtors.1

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

NOTICE OF HEARING ON MOTION OF THE CALVERT COMPANY, INC. FOR ALLOWANCE AND IMMEDIATE PAYMENT OF

ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. §§ 503(a) AND (b)(1)

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors' principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.

17-10751-mew Doc 946 Filed 07/19/17 Entered 07/19/17 17:32:21 Main Document Pg 1 of 34

¨1¤g'S1'3 0"«

1710751170719000000000016

Docket #0946 Date Filed: 07/19/2017

2 42360967;1

PLEASE TAKE NOTICE that a hearing on the annexed Motion of The Calvert

Company, Inc. for Allowance and Immediate Payment of Administrative Expense Claim

Pursuant to 11 U.S.C. § 503(a) and (b)(1) (the “Motion”), of creditor and party-in-interest The

Calvert Company, Inc. ("Calvert"), by and through undersigned counsel, seeking entry of an

order (i) allowing Calvert an Administrative Expense Claim (as defined in the Motion) against

the above-captioned debtors (collectively the "Debtors"), and (ii) directing the Debtors to

immediately pay Calvert the Administrative Expense Claim, will be held before the Honorable

Michael E. Wiles, United State Bankruptcy Judge, in Room 617 of the United States Bankruptcy

Court for the Southern District of New York, One bowling Green, New York, New York 10004

(the “Bankruptcy Court”), on September 7, 2017 at 11 a.m. (Eastern Time), or as soon

thereafter as counsel may be heard.

PLEASE TAKE FURTHER NOTICE that any responses or objections (the

“Objections”) to the Motion must be in writing, shall conform to the Federal Rules of

Bankruptcy Procedure and the Local Bankruptcy Rules, and shall be filed with the Bankruptcy

Court (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac

vice, electronically in accordance with the General Order M-399 (which can be found at

www.nysb.uscourts.gov), and (b) by all other parties in interest on CD-ROM, in text searchable

portable document format (PDF) (with a hard copy delivered directly to Chambers), in

accordance with the customary practices of the Bankruptcy Court and General Order M-399, to

the extent applicable, and served in accordance with General Order M-399 and the Order

Pursuant to 11 U.S. C. §105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing

Certain Notice and Case Management Procedures [ECF No. 101] so as to be received no later

than August 31, 2017 (the “Objection Deadline”).


3 42360967;1

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

with respect to Motion, on or after the Objection Deadline, Calvert may submit to the

Bankruptcy Court an order substantially in the form of the proposed order annexed to the

Motion, which order may be entered with no further notice or opportunity to be heard.

Dated July 19, 2017

AKERMAN LLP

By:/s/ Susan F. BalaschakSusan F. Balaschak 666 Fifth Avenue, 20th Floor New York, NY 10103 Tel.: (212) 880-3800 Fax: (212) 880-8965 E-Mail: [email protected]

Attorneys for The Calvert Company, Inc.

AKERMAN LLP

By: /s/ John E. MitchellJohn E. Mitchell (Admitted pro hac vice) 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel.: (214) 720-4300 Fax: (214) 981-9339 E-Mail: [email protected]


AKERMAN LLP

By: /s/ Katherine C. FacklerKatherine C. Fackler (Admitted pro hac vice) 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel.: (904) 798-3700 Fax: (904) 798-3730 E-Mail: [email protected]



mailto:[email protected]



42151674;5

Susan F. Balaschak AKERMAN LLP 666 Fifth Avenue, 20th Floor New York, NY 10103 Tel.: (212) 880-3800 Fax: (212) 880-8965

Katherine C. Fackler (Admitted pro hac vice)AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel.: (904) 798-3700 Fax: (904) 798-3700

John E. Mitchell (Admitted pro hac vice)AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel.: (214) 720-4300 Fax: (214) 981-9339

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Hearing Date and Time: September 7, 2017 at 11:00 a.m.

Objection Deadline Date and Time: August 31, 2017 at 4:00 p.m.

----------------------------------------------------------X In re Chapter 11



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

MOTION OF THE CALVERT COMPANY, INC. FOR ALLOWANCE AND IMMEDIATE PAYMENT OF

ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. §§ 503(a) AND (b)(1)

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors' principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.


2 42151674;5

The Calvert Company, Inc. ("Calvert"), by and through undersigned counsel, hereby

requests entry of an Order pursuant to 11 U.S.C. §§ 503(a) and 503(b)(1) allowing Calvert an

administrative expense claim and directing the above-captioned debtors (collectively, the

"Debtors") to immediately pay Calvert the Administrative Expense Claim. In support of this

Motion, Calvert respectfully states as follows:

JURISDICTION

1. On March 29, 2017 (the "Petition Date"), each of the Debtors filed a voluntary

petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy

Code") in the United States Bankruptcy Court for the Southern District of New York (the

"Bankruptcy Court"), initiating the above-styled case.

2. The Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C. §§

157 and 1334(b). This matter is a core proceeding pursuant to 28 U.S.C. §§ 157(b)(2)(A) and

(B). Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

3. Calvert is a Mississippi corporation doing business in, inter alia, Georgia and

South Carolina. Calvert's parent company, AZZ, Inc. ("AZZ") designs and manufactures

electrical bus duct and offers design, manufacture, consultation services, supervision, full

turnkey installation and maintenance of isolated phase bus, forced air-cooling, non-segregated

phase bus and segregated phase bus duct. AZZ is the only vendor in the United States that

provides all of these services.

4. Calvert and the Debtors are parties to four contracts related to the relief requested

in this Motion, including (i) a Multi-Project Agreement between Stone & Webster, Inc. and The

Calvert Company, Inc., dated August 31, 2010 (the "Vogtle and VC Summer Equipment


3 42151674;5

Contract"); (ii) a Subcontract for ISO Phase Bus Duct Installation between CB&I Stone &

Webster Construction, Inc. and The Calvert Company, Inc., dated December 10, 2015 (the

"Vogtle Installation Contract" and collectively with the Vogtle and VC Summer Equipment

Contract, the "Vogtle Contracts")2; and (iii) a Subcontract for Isolated Phase and Nonsegregated

Bus Installation between WECTEC Contractors, Inc. and The Calvert Company, Inc., dated

September 27, 2016 (the "VC Summer Installation Contract," and collectively with the Vogtle

and VC Summer Equipment Contract, the "VC Summer Contracts").

5. Pursuant to the Vogtle and VC Summer Contracts, Calvert furnishes the Debtors

with labor and the materials described above.

6. On March 30, 2017, the Bankruptcy Court entered an Order [Docket No. 68],

inter alia, approving Interim Assessment Agreements (the "Interim Assessment Agreements") (i)

by and among the Debtors, the owners of an AP1000 nuclear power plant in Waynesboro,

Georgia (the "Vogtle Project"), and other related parties, and (ii) by and among the Debtors, the

owners of a nuclear power plant near Jenkinsville, South Carolina (the "VC Summer Project"),

and other related parties.

7. The Interim Assessment Agreements provide that the owners of the Vogtle

Project and the owners of the VC Summer Project will reimburse the Debtors for labor and

services provided by subcontractors and vendors during the terms of the Interim Assessment

Agreements for their respective Projects.

2 The Vogtle Contracts are a subject of the Debtors' pending Motion (the "Motion") (Docket No. 769) Pursuant to 11 U.S.C. §§ 363(b), 365(a), and 105(a) for Entry of an Order Authorizing the Debtors to (I) Enter into Services Agreement with Vogtle Owners, (II) Assume and Assign Certain Executory Contracts to Vogtle Owners, (III) Assume and Amend Certain Executory Contracts, and (IV) Reject the Vogtle EPC Contract, and Calvert's Response (Docket No. 866) in Opposition to the Motion, which are set for hearing on September 7, 2017 at 11:00 a.m.


4 42151674;5

8. The Interim Assessment Agreement as to the Vogtle Project is currently set to

expire on July 20, 2017, and the Interim Assessment Agreement with respect to the VC Summer

Project is currently set to expire on August 10, 2017.

9. In express reliance upon the Interim Assessment Agreements, Calvert continued to

perform under the Vogtle Contracts and the VC Summer Contracts after the Petition Date, by,

inter alia, providing labor and materials to the Vogtle Project and the VC Summer Project.

10. Further, at a hearing on July 18, 2017, Debtors' counsel represented to the Court

that the Debtors currently have $800 million and ample liquidity to fund their operations.

11. As of the filing of this Motion, the total value of labor and materials Calvert

furnished to the Vogtle Project after the Petition Date is in the minimum total amount of

$2,848,950.46 (the "Vogtle Administrative Claim"), exclusive of accruing interest and other

charges, including $2,780,118.07 owed under the Vogtle Installation Contract and $68,832.39

owed under the Vogtle Equipment Contract. A breakdown of the Vogtle Administrative

Expense Claim and copies of invoices representing amounts owed are attached hereto as Exhibit

A. Calvert will update the total accrued Vogtle Administrative Claim prior to any hearing

hereon.

12. As of the filing of this Motion, the total value of labor and materials Calvert

furnished to the VC Summer Project after the Petition Date is in the minimum total amount of

$1,942,884.94 (the "VC Administrative Claim"), exclusive of accruing interest and other

charges, including $1,360,963.09 owed under the VC Summer Installation Contract and

$581,921.85 owed under the VC Summer Equipment Contract. A breakdown of the VC

Administrative Expense Claim and copies of invoices representing amounts owed are attached


5 42151674;5

hereto as Exhibit B. Calvert will update the total accrued VC Administrative Claim prior to any

hearing hereon.

13. The Vogtle Administrative Expense Claim and the VC Summer Administrative

Expense Claim are referred to collectively herein as the "Total Administrative Expense Claim"

and total $4,791,835.40.

14. Despite the provisions for reimbursement of the Debtors for amounts paid in

connection with the Vogtle and VC Summer Projects under the Interim Assessment

Agreements, and the Debtors' written request that Calvert continue to perform, the Debtors have

not paid Calvert on account of the Total Administrative Expense Claim.

15. All of the amounts represented by the Total Administrative Expense Claim are

past due, with the exception of the July 17, 2017 invoice under the Vogtle Installation Contract,

which likely will be past due by the time of any hearing on this Motion.

16. Calvert's business operations personnel have requested reimbursement of the

amounts sought herein from their counterparts with the Debtors, to no avail.

RELIEF REQUESTED

17. Accordingly, Calvert respectfully requests: (i) allowance of the Administrative

Expense Claim pursuant to Section 503(b)(1) of the Bankruptcy Code, as actual, necessary costs

of preserving the bankruptcy estate; (ii) immediate payment of the Total Administrative Expense

Claim pursuant to 11 U.S.C. § 503(a); and (iii) an order directing the Debtors to timely pay all

amounts owed in the ordinary course of business, going forward.

BASES FOR RELIEF REQUESTED

18. The Bankruptcy Code provides that "[a]fter notice and a hearing, there shall be

allowed administrative expenses, other than claims allowed under section 502(f) of this title,


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including— the actual, necessary costs and expenses of preserving the estate …[.]" 11 U.S.C. §

503(b)(1)(A).

19. Under Section 503(b)(1)(A) of the Bankruptcy Code, "[a]n expense is

administrative only if it arises out of a transaction between the creditor and the bankrupt's trustee

or debtor in possession, and only to the extent that the consideration supporting the claimant's

right to payment was both supplied to and beneficial to the debtor-in-possession in the operation

of the business." See In re Bethlehem Steel Corp., 479 F.3d 167, 172 (2d Cir. 2007), citing

Trustees of Amalgamated Ins. Fund v. McFarlin's, 789 F. 2d 98, 101 (2d Cir. 1986).

20. Calvert's continued provision of labor and materials after the Petition Date

allowed the Debtors to continue operations uninterrupted and saved the Debtors from being

forced to seek emergency replacement of such labor and materials as the Debtors navigated the

early stages of the bankruptcy process. In doing so, Calvert has helped to preserve the

bankruptcy estates.

21. With respect to the timing of an allowed administrative claim, courts have

discretion as to whether to provide for immediate payment of such claim. In re HQ Global

Holdings, Inc., 282 B.R. 169, 173 (Bankr. D. Del. 2002). Courts look to a variety of factors in

determining whether to order immediate payment, including (i) bankruptcy's goal of orderly and

equal distribution among creditors, (ii) the particular needs of the administrative claimant, and

(iii) the length and expense of the case's administration. Id. Other courts have interpreted these

factors as (i) prejudice to the debtors, (ii) hardship to the claimant, and (iii) potential detriment to

other creditors. See In re Global Home Prods., LLC, 2006 Bankr. LEXIS 3608, at *12 (Bankr.

D. Del. Dec. 21, 2006).


7 42151674;5

22. Here, the Debtors have benefited from Calvert's continued provision of labor and

materials under the Vogtle and VC Summer Contracts after the Petition Date, which are critical

to the Debtors' operations. Failure by the Debtors to remit immediate payment of the Total

Administrative Expense Claim to Calvert will impose a substantial hardship on Calvert.

23. Additionally, due to the ability of the Debtors to seek reimbursement from the

counter-parties to the Interim Assessment Agreements for amounts paid to Calvert, payment of

the Total Administrative Expense Claim will not prejudice the Debtors. Similarly, because of

the provisions of the Interim Assessment Agreements, Calvert is unaware of any detriment to

any other creditor(s) that would result from the Debtors' payment of the Total Administrative

Expense Claim to Calvert.

24. Lastly, and most importantly, the Debtors affirmatively represented to vendors

such as Calvert that post-Petition obligations would be paid, and indeed expressly requested

Calvert's continued performance.

25. Wherefore, this Court should order the immediate payment of the Total

Administrative Expense Claim.

NO PRIOR REQUEST

26. No previous application for the relief sought herein has been made to this or any

other Court.

RESERVATION OF RIGHTS

27. Calvert hereby reserves all of its rights, claims, counterclaims, defenses, and

remedies under the Bankruptcy Code, its Vogtle and VC Summer Contracts and any other

agreements with the Debtors, and other applicable law. Additionally, Calvert reserves the right


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to assert additional claims against the Debtors of any nature for any other amounts, and to

amend, modify, and/or supplement this Motion.

NOTICE

28. Notice of this Motion will be provided to (i) counsel to the Debtors, Weil,

Gotschal & Mangers LLP; (ii) the Office of the United States Trustee for Region 2; (iii) counsel

to Debtor Toshiba Nuclear Energy Holdings (UK) Limited, Togut, Segal & Segal, LLP; (iv)

counsel to Toshiba Corporation, Skadden, Arps, Slate, Meagher & Flom, LLP; (v) 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; (vi) counsel to the lenders

under the Debtors' proposed DIP Facility, Paul, Weiss, Rifkind, Wharton & Garrison LLP; (vii)

counsel to the agents and letter of credit issuer under the Debtors' proposed DIP Facility,

Shearman & Sterling LLP; (viii) counsel to the Statutory Unsecured Claimholders' Committee of

Westinghouse Electronic Company LLC, et al.; (ix) Kurtzman Carson Consultants, the Debtors'

claims and noticing agent; and (x) parties that have filed requests for electronic service of

documents in these cases. Calvert respectfully submits that, in view of the facts and

circumstances, such notice is sufficient and no other or further notice need be provided.

CONCLUSION

WHEREFORE, The Calvert Company, Inc. respectfully requests the Court enter an

order in substantially the form attached hereto as Exhibit C, (i) allowing the Total

Administrative Expense Claim in the minimum amount of $4,791,835.40, (ii) directing the

Debtors to immediately pay Calvert the allowed Total Administrative Expense Claim, and (iii)

granting such other and further relief as the Court deems just and proper.


9 42151674;5


10 42151674;5

Dated July 18, 2017

AKERMAN LLP

By:/s/ Susan F. BalaschakSusan F. Balaschak 666 Fifth Avenue, 20th Floor New York, NY 10103 Tel.: (212) 880-3800 Fax: (212) 880-8965 E-Mail: [email protected]


AKERMAN LLP

By: /s/ John E. MitchellJohn E. Mitchell (Admitted pro hac vice) 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel.: (214) 720-4300 Fax: (214) 981-9339 E-Mail: [email protected]


AKERMAN LLP

By: /s/ Katherine C. FacklerKatherine C. Fackler (Admitted pro hac vice) 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel.: (904) 798-3700 Fax: (904) 798-3730 E-Mail: [email protected]






EXHIBIT A

BREAKDOWN OF VOGTLE ADMINISTRATIVE EXPENSE CLAIM












EXHIBIT B

BREAKDOWN OF VC ADMINISTRATIVE EXPENSE CLAIM








EXHIBIT C

PROPOSED ORDER


42155639;4

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------X In re Chapter 11



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

ORDER GRANTING MOTION OF THE CALVERT COMPANY, INC. FOR ALLOWANCE AND IMMEDIATE PAYMENT OF ADMINISTRATIVE

EXPENSE CLAIM PURSUANT TO 11 U.S.C. §§ 503(a) AND 503(b)(1)

THIS CAUSE came before the Court upon the Motion (the "Motion")2 of The Calvert

Company, Inc. for Allowance and Immediate Payment of Administrative Expense Claim

Pursuant to 11 U.S.C. §§ 503(a) and 503(b)(1) [Dkt. No. ___]. The Court having reviewed the

Motion; and all objections to the Motion having been overruled by the Court or otherwise

resolved; and notice of the Motion was sufficient and proper under the circumstances; and the

relief requested in the Motion is in the best interests of the Debtors and the bankruptcy estates;

and upon the record herein; and after due deliberation and for other good cause shown, it is

hereby

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors' principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066. 2 Defined terms from the Motion are incorporated by reference herein.


42155639;4

ORDERED:

1. The Motion is GRANTED.

2. Calvert is granted an allowed administrative expense claim in the amount of

$4,791,835.40.

3. The Debtors shall pay $4,791,835.40 to Calvert within five (5) business days of

entry of this Order.

4. The Debtors shall continue to timely perform all of their post-petition obligations

in accordance with, and pursuant to, the Contracts.

5. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Dated: New York, New York

PROPOSED ____________________________________ UNITED STATES BANKRUPTCY JUDGE

September ___, 2017


Documents

17-10751-mew Doc 946 Filed 07/19/17 Entered 07/19/17 17:32