ZS-2010-0222, Letter of Credit
| ML102350062 | |
| Person / Time | |
|---|---|
| Site: | Zion File:ZionSolutions icon.png |
| Issue date: | 08/18/2010 |
| From: | Tramm T ZionSolutions |
| To: | Document Control Desk, NRC/FSME |
| References | |
| ZS-2010-0222, FOIA/PA-2011-0087, FOIA/PA-2011-0011A | |
| Download: ML102350062 (16) | |
Text
Zff TNSOLUTIONSLLC A EnoagySoulons Company ZS-2010-0222 August 18, 2010 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 Zion Nuclear Power Station, Units 1 and 2 Facility Operating License Nos. DPR-39 and DPR-48 NRC Docket Nos. 50-295 and 50-304
Subject:
Letter of Credit
References:
- 1) Letter from John B. Hickman (NRC) to Patrick T. Daly (Zion Solutions), "Order Approving Transfer of Licenses and Conforming Amendments Relating to Zion Nuclear Power Station, Units 1 and 2", dated May 4, 2009 The NRC Order approving transfer of the Zion Units I & 2 operating licenses (Reference
- 1) is subject to three conditions. This letter provides documentation related to completion of the first condition regarding the letter of credit.
The NRC order requires that an irrevocable letter of credit for $200 million be established by EnergySolutions&LLC for the decommissioning of Zion Nuclear Power Station. Enclosure 1 to this letter is the final form of the irrevocable letter of credit that is to be issued coincidental with the transfer of Zion Station to ZionSolutions. This letter of credit is consistent with the draft letter that was enclosed with the transfer application. In addition, JPMorgan Chase Bank, N.A. (JPMorgan) has committed to issue letters of credit under the terms of the Credit Agreement published in EnergySolutions' 8-K filed with the SEC on August 16, 2010. It can be viewed on the EnergySolutions website under the Investor Relations tab and SEC filings. The Credit Agreement, together with the Letter of Credit draft on JPMorgan letterhead, initialed by JPMorgan, is substantial evidence of JPMorgan's commitment.
In support of the planned closing schedule, we would like to have a conference call with the NRC on August 23, 2010 to discuss any questions NRC may have on this submittal.
If there are any questions regarding this letter, please contact me at (224).789-4042.
Respectfully, Tom R. Tramm Director, Regulatory Affairs & QA ZionSolutions, LLC 101 Shiloh Boulevard* Zion, IL 60999 224.789.4016 e Fax 847.379.2746
August 18, 2010 U. S. Nuclear Regulatory Commission Page 2
Enclosures:
(1) Irrevocable Letter of Credit, JPMorgan Chase Bank, N.A., Draft August 17, 2010 cc: Regional Administrator, Region IlI, US NRC
Enclosure 1 JPMorganChase 0 JPMorpm Chan Bank. N.A.
Globail Tiude Seivices 300 South Riverside Plaza Mail'Code IL 1-0236 Chicago, IL6060"0236
-VALUE DATE-OUR L/C NO.:
IRREVOCABLE LETTER OF CREDIT NO.
ACCOUNT PARTY:
ENERGYSOLUTIONS, LLC 423 WEST 300 SOUTH, SUITE 200 SALT LAKE CITY, UT 84101 BENEFICIARY:
EXELON GENERATION COMPANY, LLC ATTN: MS. CAROL PETERSEN 4300 WINFIELD ROAD WAREENVILLE, IL 60,5S5
/1.
DEAR BENEFICIARY: ,
AT T REaRQUEST OF AND FOR THE ACCOUPT O*rEERGYSOLUTIONS, LLC, A UTAH LIMITED LIABILITY COMPANY (THE '"CCOUNT PARTY ), WE HEREBY ESTABLISH IN YOUR FAVOR, OUR IRREVOCABLE LETTERIF 'CREDIT NO. (THIS
LETTER OF CREDIT) WHERE ,* SJqCT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU ARE HEREBY IRREVOCABLY AUTHORIZED TO DRAW ON US, BY YOUR DRAFT OR DRAFTS Tf XH~ AN AGGREGATE AMOUNT NOT TO EXCEED IN THE AGGREGATE TWO HUNDRED MIitONkAND 00/100 UNITED STATES DOLLARS (USD200,000,000.00) (SUCH A*NT, AS IT MAY BE REDUCED IN ACCORDANCE WITH THE TERMS HEREOF, THE STATED AMOUNT). WE ARE ADVISED THAT THIS LETTER OF CREDIT IS FURNISHED TO YOU PURSUANT TO THE CREDIT SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 1, 2010 BY AND AMONG EXELON GENERATION COMPANY, LLC, ZIONSOLUTIONS, LLC, ENERGYSOLUTIONS, LLC AND BNERGYSOLUTIONS, INC.
THIS LETTER OF CREDIT SHALL BE EFFECTIVE IM[MEDIATELY AND SHALL EXPIRE ON THE EXPIRATION DATE (AS HEREINAFTER DEFINED).
YOU MAY DRAW UPON THIS LETTER OF CREDIT AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE BY PRESENTING TO US:
(1) A SIGHT DRAFT IN THE FORM OF EXHIBIT A ATTACHED HERETO (A SIGHT DRAFT) IN THE AMOUNT OF SUCH DEMAND; AND (II) A DRAWING CERTIFICATE IN THE FORM OF EXHIBIT B ATTACHED HERETO (A
- DRAFT AUGUST 17, 2010 05:14 PM*********
171415 Ardis Rivem ;
I~l~5AvliskV;r Pap Iof 12
JPMorganChase 0 JPMorgam Cbase Bank. N.A.
300 South Riverside Plaza Mail Code ILI -0236 Chicago. 1i 60606-0236
-VALUE DATE-OUR L/C NO.:
DRAWING CERTIFICATE),
EACH COMPLETED IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED IN SUCH EXHIBIT A AND EXHIBIT B, RESPECTIVELY, AND EXECUTED BY YOUR AUTHORIZED OFFICER.
PRESENTATION OF ANY SIGHT DRAFT AND ACCOMPANYING DRAWING CERTIFICATE SHALL BE MADE BY HAND DELIVERY OR BY COURIER AT -7PMORGAN CHASE BANK, N.A. C/o JPMORGAN TREASURY SERVICES, 10420 HIGHLAND MANOR DR., 4TH FL., TAMPA, FL 33610 , ATTENTION: STANDBY LETTER OF CREDIT DEPARTMENT OR BY TELECOPY AT 813-432-5161, ATTENTION MANAGER, STANDBY LZEITR OF CREDIT DEPARTMENT,OR SUCH OTHER FAX NUMBER AS JPMORGA2I CHASE 6%. N.A. MAY IDENTIFY IN A WRITTEN NOTICE TO YOU. TO THE EXTENT P ATION IS MADE BY FACSIMILE TRANSMISSION YOU MUST PROVIDE TELEPH 0TIFATION THEREOF TO JPMORGAN CHASE BANK N.A. AT TELEPHONE NUMBER:,(Q0Q) 634-1969 OPTION 1 OR (813) 432-6339 PRIOR TO OR SIMULTANEOUS YWIT*IE SENDING OF SUCH FACSIMILE TRANSMISSION. HOWEVER, THE ABSENXEzOF8sUCH TELEPHONE CONFIRMATION AS DESCRIBED ABOVE DOES NOT AFFECT OUR OBLIGATION TO HONOR SUCH DRAWING, IF SUCH DRAWING IS OTHERWISE IN'CO L CE WI TH THE TERMS AND CONDITIONS OF THIS STANDBY LETTER OF CREDI*T. IF DEMAND FOR PAYMENT IS MADE BY FAX, PRESENTATION OF ORIGINAL')OCbMEWTS IS NOT REQUIRED.
WE HEREBY AGREE THAT ANY SIfgT DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED BY US UPON DELIVERY OF THE ABOVE-SPECIFIED DOCUMENTS, IF PRESENTED (BY HAND DELIVERY OR BY TELECOPY) BEFORE THE EXPIRATION DATE (AS HEREINAFTER DEFINED) AT OUR OFFICE SPECIFIED ABOVE. IF A DEMAND FOR PAYMENT IS MADE BY YOU HEREUNDER AT OR BEFORE 10:00 A.M., EASTERN TIME, ON ANY BUSINESS DAY (AS HEREINAFTER DEFINED), AND PROVIDED THAT SUCH DEMAND FOR PAYMENT AND THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH CONFORM TO THE TERMS AND CONDITIONS HEREOF, PAYMENT SHALL BE MADE TO BACKUP NUCLEAR DECOMMISSIONING TRUST, AN ILLINOIS TRUST CREATED UNDER THE BACK UP NUCLEAR DECOMMISSIONING TRUST AGREEMENT DATED SEPTEMBER 1, 2010 (HEREINAFTER TRUST) OF THE AMOUNT SPECIFIED, IN IMMEDIATELY AVAILABLE FUNDS, AT OR BEFORE 2:00 P.M., EASTERN TIME, ON SUCH BUSINESS DAY, AND IF DEMAND FOR PAYMENT IS MADE AT ANY OTHER TIME ON PAYMENT SHALL BE EFFECTED THE FIRST BUSINESS DAY FOLLOWING THE DATE THEREOF AT OR BEFORE 2:00 P.M. ALL PAYMENTS MADE BY US UNDER THIS LETTER OF CREDIT SHALL BE MADE WITH OUR OWN FUNDS AND NOT WITH ANY FUNDS
- DRAFT AUGUST 17, 2010 05:14 PM*********
171415 Aris Rivem Pap 2 of 12
JPMorganChase 0 JPMorpn Cbme Bank. N.A.
Global Trade Services 300 South Riverside Plana Mail Code ILI 0236 Chicago, IL 60*600236
-VALUE DATE-OUR L/C NO.:
OF THE ACCOUNT PARTY.
IF A DEMAND FOR PAYMENT MADE BY YOU HEREUNDER OR THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH DO NOT, IN ANY INSTANCE, CONFORM TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, WE SHALL, AS SOON AS PRACTICABLE, GIVE YOU NOTICE THAT THE PURPORTED DEMAND FOR PAYMENT WAS NOT EFFECTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, STATING THE REASOS THEREFORE. UPON BEING NOTIFIED THAT THE PURPORTED DEMAND FOR PAYMENT WAS NOT EFF"CTED IN ACCORDANCE WITH THIS LETTER OF CREDIT, YOU MAY ATTEMPT TO CORRECT ANY DEFECT IN SUCH PURPORTED DEMAND FOR PAYMENT IF, AND TO THE EXTENT THAT, YOU ARE ENTITLED AND ABME TO DO SO HEREUNDER. AS USED IN THIS LETTER OF CREDIT, BUSINESS DAYV'--HALL MEAN ANY DAY OTHER THAN A SATURDAY, SUNDAY OR A DAY ON WHICH BANKG INSTITUTIONS IN THE STATE OF NEW YORK ARE AUTHORIZED OR REQUIRED Bt LAW TO1 CLOSE.
UPON PAYMENT TO TRUST OFANY AMOTED HEREUNDER, WE SHALL BE FULLY DISCHARGED ON OUR OBLIGATION UNDRTNIB' LETTER OF CREDIT WITH RESPECT TO SUCH AMOUNT, AND WE SHALL NOT, EREAFTER BE OBLIGATED TO MAKE ANY FURTHER PAYMENT-S TO YOU OR TO ANY OTHR PERMbN UNDER THIS LETTER OF CREDIT WITH RESPECT TO SUCH AMOUNT.
IN CONNECTION WITH THE PRBEJ.NTATION TO US OF ANY CERTIFICATE BY YOU, WE MAY RELY UPON THE AUTHENTICvxY OF ANY SUCH CERTIFICATE SIGNED BY ONE OR MORE PERSONS REPRESENTED TO BE YOUR RESPECTIVE AUTHORIZED OFFICERS.
'AUTHORIZED OFFICER SHALL MEAN, WITH RESPECT TO YOU, ANY AUTHORIZED PRESIDENT, VICE PRESIDENT OR TREASURER.
THIS LETTER OF CREDIT SHALL AUTOMATICALLY TERMINATE AND BE DELIVERED TO US FOR CANCELLATION UPON THE EARLIEST OF (I) TIE MAKING BY YOU OF A DRAWING HEREUNDER, AND OUR PAYMENT OF SUCH DRAWING, IN THE FULL STATED AMOUNT, (II) OUR RECEIPT OF A CERTIFICATE SIGNED BY YOUR AUTHORIZED OFFICER IN THE FORM OF EXHIBIT C ATTACHED HERETO, AND (III) THE CLOSE OF BUSINESS ON AUGUST 13, 2011 (AS IT MAY BE EXTENDED ANNUALLY AT LEAST NINETY (90) DAYS PRIOR TO THE DATE THAT THE LETTER OF CREDIT WOULD OTHERWISE EXPIRE FOR PERIODS OF UP TO ONE YEAR AT THE ACCOUNT PARTY'S REQUEST AND WITH OUR CONSENT AS CONTEMPLATED BY THE FOLLOWING PARAGRAPH.)(THE EXPIRATION DATE).
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11415 Atlis Rivera Pape 3 of 12
JPMorganChase 0 iPMorps Chase Bauk. N.A.
Global Trade S-ricc*
300 South "Riverside Plana Mail Code ILI -0236 Chicago. IL 60606-0236
-VALUE DATE-SP.E IMENOUR L/C NO. :
WE MAY, BUT SHALL NOT BE OBLIGATED TO, EXTEND THE ORIGINAL EXPIRATION DATE OR ANY SUBSEQUENT EXPIRATION DATE TO A LATER EXPIRATION DATE BY GIVING YOU AN AMENDMENT AND NOTICE OF EXTENSION IN THE FORM OF OUR AMENDMENT CONTAING THE INFORMATION AS INDICATED IN EXHIBIT D ATTACHED HERETO AT LEAST NINETY (90) DAYS BEFORE SUCH ORIGINAL EXPIRATION DATE OR, AS APPLICABLE, NINETY (90) DAYS BEFORE ANY SUCH SUBSEQUENT EXPIRATION DATE.
UPON ISSUANCE BY US OF ANY SUCH AMENDMENT AND NOTICE OF EXTENSION, THE EXPIRATION DATE IN EFFECT PRIOR TO THE ISSUANCE OF SUCH AMENDMENT AND NOTICE OF EXTENSION SHALL BE EXTENDED TO THE LATER EXPIRATION DATE STATED IN SUCH AMENDMENT AND NOTICE OF EXTENSION, AND FOR ALL PURPOSES OF THIS LETTER OF CREDIT THEREAFTER, THE EXPIRATIONfDATE SHALL BE THE EXPIRATION DATE STATED IN SUCH AMENDMENT AND NOTICE eiEXTENSION, UNLESS AND UNTIL WE HAVE ISSUED A SUBSEQUENT AMENDMENT AND"AOTICEVOF EXTENSION EXTENDING THE EXPIRATION DATE TO A LATER DATE.
PARTIAL DRAWINGS UNDER THIS LETTEROFF CREDIT ARE NOT PERMITTED. THE STATED AMOUNT SHALL ALSO BERDUE ) ANY REDUCTIONS IN ACCORDANCE WITH A CERTIFICATE IN THE FORM OF EXHIBIT*ATTACHED HERETO RECEIVED BY US AND PURPORTEDLY SIGNED BY YOUR AUTHORIZED OFFICER.
WE HEREBY ISSUE THIS LET-TER OF CREDIT IN YOUR FAVOR AND UNDERTAKE WITH YOU THAT DRAFT(S) DRAWN UNDERAND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE HONORED UON DUE PRESENTATION ON OR BEFORE THE EXPIRATION DATE. THIS LETTER OF CREDIT IS SUBJECT TO ISP98, INTERNATIONAL STANDBY PRACTICES, INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590 AND ENGAGES US IN ACCORDANCE WITH THE TERMS THEREOF. THE NUMBER AND THE DATE OF THIS LETTER OF CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFTS REQUIRED. THIS LETTER OF CREDIT' S ARTICLES ARE BINDING ON ALL PARTIES HERETO, UNLESS OTHERWISE EXPRESSLY STIPULATED IN THIS LETTER OF CREDIT, AND TO THE EXTENT NOT INCONSISTENT THEREWITH, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN SUCH STATE.
THIS LETTER OF CREDIT IS TRANSFERABLE, BUT ONLY IN ITS ENTIRETY, AND MAY BE SUCCESSIVELY TRANSFERRED. TRANSFER OF THIS LETTER OF CREDIT SHALL BE EFFECTED BY US UPON SUBMISSION OF THIS ORIGINAL LETTER OF CREDIT, INCLUDING ALL AMENDMENTS, IF ANY, ACCOMPANIED BY THE ATTACHED TRANSFER
- DRAFT AUGUST 17, 2010 05:14 PM*********
171413 Aflis Rivun Page4 of 12
JPMorganChase 0 JPMorgan Chase Bank. N.A.
Global Trade Servces 300 South Riverside Plaza Mall Code 11.0236 Chicago, IL 60606-0236
-VALUE DATE-OUR L/C NO.:
REQUEST FORM DULY COMPLETED AND SIGNED, WITH THE SIGNATURE THEREON AUTHENTICATED BY YOUR BANK. IN ANY EVENT, THIS LETTER OF CREDIT WILL NOT BE TRANSFERRED TO ANY ENTITY/PERSON WITH WHICH/WHOM U.S. PERSONS ARE PROHIBITED FROM DOING BUSINESS UNDER U.S. FOREIGN ASSETS CONTROL REGULATIONS OR OTHER APPLICABLE U.S. LAWS AND REGULATIONS. CHARGES AND FEES RELATED TO SUCH TRANSFER WILL BE FOR THE ACCOUNT OF THE APPLICANT.
ONLY YOU MAY DRAW UPON THIS LETTER OF CREDIT. UPON THE PAYMENT TO YOU OR YOUR ACCOUNT OF THE FULL AGGREGATE STATED AMOUNT SPECIFIED HEREIN, WE SHALL BE .FULLY DISCHARGED OF OUR OBLIGATIONS UNDER THIS LETTER OF CREDIT.
THIS LETTER OF CREDIT SETS FORTH IN FULLffH TERMS OF OUR UNDERTAKING.
REFERENCE IN THIS LETTER OF CREDIT TO 9O2ýER DOCUMENTS OR INSTRUMENTS IS FOR IDENTIFICATION PURPOSES ONLY AND Atci RERENCE SHALL NOT MODIFY OR AFFECT THE TERMS HEREOF OR CAUSE SUCH'D'CUXENTS OR INSTRUMENTS TO BE DEEMED INCORPORATED HEREIN.Y VERY TRULY YOURS, JPMORGA CHASE BANK, N.A. i AS ISSUING BANK . .
BY:
NAME:
TITLE: ki Id dILL_nI a
i
- A I Ij
- DRAPT AUGUST 17, 2010 05:14 PM*********
171415 Arelis Rivers Pare 5 of 12
JPMorganChase 0 JPMorpa Chase Bank. NA.
Global Trade Services
.300 South Riverside Plaza Mail Code ILI -0236 Chic-ao, IL 60606-0236
-VALUE DATE -
OUR L/C NO.:
EXHIBIT A TO LETTER OF CREDIT NO.
SIGHT DRAFT
[INSERT DATE ON OR PRIOR TO EXPIRATION DATE]
RE: IRREVOCABLE LETTER OF CREDIT NO.
ON SIGHT PAY TO BACKUP NUCLEAR DECOMMISSIONING TRUST4\PURSUANT TO IRREVOCABLE LETTER OF CREDIT NO. OF JPMORmiv CHASE BANK, N.A. (THE LETTER OF CREDIT) IN IMMEDIATELY AVAILABLE ~U~S~........ DOLLARS' (USD ........... ), IF A DEMAND FOR PA=YMM1sIS MDE BEFORE 10:00 A.M.,
EASTERN TIME, ON A BUSINESS DAY-AT ORN0S6RE 2:00 P.M., EASTERN TINE ON THE DATE HEREOF, AND IF DEMAND FORPAYXNt1 IS MADE AT ANY OTHER TIME ON THE FIRST BUSINESS DAY FOLLOWING~. ,-ATE HEREOF AT OR BEFORE 2:00 P.M.
EXELON GENERATION COMPANY, LLP A PENNSYLVANIA LIMITED LABITY COMPANY
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17 415 Arels RiveO hpa 6of 12
JPMorganChase 0 JPMorgan Chase Bank. N.A.
Global Tlra& Servces 300 South Riverside Plaza Mail Code ULI-0236 ePECIM EL/CN:-VALUE DATE-.
EXHIBIT B TO LETTER OF CREDIT NO.
DRAWING CERTIFICATE
[DATE]
RE: IRREVOCABLE LETTER OF CREDIT NO.
LADIES AND GENTLEMEN:
THE UNDERSIGNED, A DULY AUTHORIZED REPRESENTATIVE OF EXELON GENERATION COMPANY, LLC, A PENNSYLVANIA LIMITED LIABAZITY COMPANY (' 'EXELON), AS THE BENEFICIARY (THE BENEFICIARY) OF,%THET. REVOCABLE LETTER OP CREDIT NO. (THE " 'LETTER OF CREDIA I) ISSUED BY TPHORGAN CHASE HANK, N.A. (TIH ",ISSUING BANK',), FOR TIH Aft4-dNT OF ENERGYSOLUTIONS, LLC, A UTAH LIMITED LIABILITY COMPANY VptUTIONS' ('*,[ON PARENT") (THE ACCOUNT PARTY") CERTIFIES AS FOLLOWS TO TIM, 08UING BANK:
- 1. EXELON IS A PARTY TO THE CEIT ,SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 1, 2010 (THE AGREE ') BY AND AMONG EXELON, ZIONSOLUTIONS, LLC (ZION SOLUTIONS ') ENEGsOLUTIONS, LLC (ZION SOLUTIONS' PARENT'), AND ENERGYSOLUTIONS, INC. (GUARANTOR).
[THIS DRAWING CERTIFICATE, AS EXECUTED, MUST CONTAIN ONE, BUT ONLY ONE, OF THE FOLLOWING ALTERNATIVE PARAGRAPHS 2. BELOW.]
[2. A MATERIAL LETTER OF CREDIT DEFAULT DESCRIBED IN SECTION 3.1.1, 3.1.2 OR 3.1.4 OF THE AGREEMENT HAS OCCURRED AND IS CONTINUING, AND EXELON HAS PROVIDED A DEFAULT NOTICE TO ZION SOLUTIONS' PARENT AND ZION SOLUTIONS WITH RESPECT THERETO.]
(2. A MATERIAL LETTER OF CREDIT DEFAULT DESCRIBED IN SECTION 3.1.3 OR 3.1.5 OF THE AGREEMENT HAS OCCURRED AND IS CONTINUING, AND EXELON HAS PROVIDED A DEFAULT NOTICE TO ZION SOLUTIONS' PARENT AND ZION SOLUTIONS WITH RESPECT THERETO AT LEAST SIXTY (60) DAYS PRIOR TO THE DATE HEREOF.
ZION SOLUTIONS' PARENT HAS NOT CURED SUCH MATERIAL LETTER OF CREDIT DEFAULT AND ZION SOLUTIONS HAS NOT INFORMED EXELON PURSUANT TO SECTION 3.2.2 OF THE AGREEMENT THAT THERE IS A DISPUTE AS TO WHETHER SUCH MATERIAL
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171415 Arcis Rivera Parc 7 of 12
JPMorganChase 0 JPMora,8 Chase Bank. N.A.
Global Trade Services 300 S6uth lkjversidc Plan Mail Code ILI-0236.
Chicago. . 60606-0236
-VALUE DATE-OUR L/C NO.:
LETTER OF CREDIT DEFAULT EXISTS.]
[2. A MATERIAL LETTER OF CREDIT DEFAULT DESCRIBED IN SECTION 3.1.3 OR 3.1.5 OF THE AGREEMENT HAS OCCURRED AND IS CONTINUING, AND EXELON HAS PROVIDED A DEFAULT NOTICE TO ZION SOLUTIONS' PARENT AND ZION SOLUTIONS WITH RESPECT THERETO AT LEAST SIXTY (60) DAYS PRIOR TO THE DATE HEREOF. IN ACCORDANCE WITH ARTICLE 7 OF THE AGREEMENT, A PANEL OF ARBITRATORS HAS DETERMINED THAT SUCH MATERIAL LETTER OF CREDIT DEFAULT EXISTS.)
[2. A MATERIAL LETTER OF CREDIT DEFAULT DESCRIBED IN SECTION 3.1.3 OR 3.1.5 OF THE AGREEMENT HAS OCCURRED AND IS9+ CONTINUING, AND EXELON HAS PROVIDED A DEFAULT NOTICE TO ZION SOLUTIO3.k* PARENT AND ZION SOLUTIONS WITH RESPECT THERETO AT LEAST SIXTY (6M0M)DAYS -PRIOR* TO THE DATE HEREOF. A PANEL OF ARBITRATORS HAS NOT DETERMINE 6 HETH~ SUCH MATERIAL LETTER OF CREDIT DEFAULT EXISTS IN ACCORDANCE WTTH ARTICLE 7 OF THE AGREEMENT, BUT THE LETTER OF CREDIT WILL EXPIRE +LLESSl-THAN THIRTY (30) DAYS AND HAS NOT BEEN REPLACED.]
- 3. SUBSTANTrIAL COMPLETION (ASDEFIE IN THE AGREEMENT) HAS NOT OCCURRED.
- 4. EXELON IS ENTITLED, IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT AND THE LETTER OF CREDIT, TO "MKKAE DRAmING UNDER THE LETTER OF CREDIT IN RESPECT OF TEE AMOUNT SET FORTH IN THE ACCOMPANYING SIGHT DRAFT.
- 5. ALL PAYMENTS UNDER THE LETTER OF CREDIT SHALL BE MADE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO BACKUP NUCLEAR DECOMMISSIONING TRUST AT
[NAME OF [BUYER BACKUP NDT']. BANK] , FOR CREDIT TO ACCOUNT NO ..........
NO PAYMENTS UNDER THE LETTER OF CREDIT SHALL BE PAID TO ANY PERSON OR ENTITY (INCLUDING EXELON) OTHER THAN BACKUP NUCLEAR DECOMMISSIONING TRUST, AND EXELON HAS NO OWNERSHIP OR OTHER INTEREST IN SUCH PAYMENTS.
EXELON GENERATION COMPANY, LLC A PENNSYLVANIA LIMITED LIABILITY COMPANY.
'BY:
7, 2010 05:14 PM*********
11415 Awfis RWem Pap 3ofl2
JPMorganChase 0 JPMorpg Chase Bank N.A.
Global Trade Services 300 South Riverside Plaza Mail Code IL1-0236 PECIMEN TIcTaE, -VALUE DATE-OUR L/C NO.:
TITLE:
<IC Q
- DRAFT AUGUST 17, 2010 05:14 PM*********
111415 Ardci Rivers Pwg 9 of 12 I
JPMorganChase 0 JPMorps Chase BankL N.A.
Global Trade Services 300 South Riverside Plaza Mail Code IL 1-0236 Chicago, IL 60606-0236
-VALUE DATE-OUR L/C NO.:
EXHIBIT C TO LETTER OF CREDIT NO.
[LETTERHEAD OF BENEFICIARY]
EDATE]
CONSENT TO TERMINATION OF LETTER OF CREDIT RE: IRREVOCABLE LETTER OF CREDIT NO.
LADIES AND GENTLEMEN:
REFERENCE IS MADE TO THE IRREVOCABLE LE*ER OFeCREDIT NO. (THE
LETTER OF CREDIT) ISSUED BY JPMO f CHA.S BANK, N.A., FOR THE ACCOUNT OF ENERQYSOLITIONS, LLC, A UTAH LI.ITED,.ABILITY COMPANY. (THE ACCOUNT PARTY' '),* THE UNDERSI(GIED BEE UY OF)AUCK LETTER OF CREDIT HEREBY CONSENTS TO THE TERMINATION OF Tk*fMnXTR OF CREDIT, EFFECTIVE IMMEDIATELY, AND IS SURRENDERING Ti LETTER OF CREDIT HEREWITH FOR
.CANCELLATION. ..
IN WITNESS WHEREOF, EXE.O GMEiERTION COMPANY, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY, HAS EKECUTED AND DELIVERED THIS CERTIFICATE AS OF THE DAY OF.......
EXELON GENERATION COMPANY, LLC A PENNSYLVANIA LIMITED LIABILITY COMPANY.
NN 0 M m- m nx:
AMTE:
TITLE:
EN
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7 1415 Ameis Riv=r Pa, 10 ofI12
JPMorganChase 0 JPMorgan Chase Bank. N.A.
Global Trade Services 300 South Riverside Plaza Mail Cod1 IL1-0236 Chicago, IL 606ft-0236
-VALUE DATE -
OUR L/C NO.:
EXHIBIT D TO LETTER OF CREDIT NO.
AMENDMENT AND NOTICE OF EXTENSION
[LETTERHEAD OF ISSUING BANK]
[DATE AND AMENDMENT NUMBER]
TO: EXELON GENERATION COMPANY, LLC RE: IRREVOCABLE LETTER OF CREDIT NO.
IN ACCORDANCE WITH INSTRUCTIONS RCRIVVE*<Tk 0ABOVE REFERENCED STANDBY LETTER OF CREDIT HAS BEEN AMENDED AS LLOWS:?
EXPIRATION DATE EXTENDED TO .....
WE HEREBY IRREVOCABLY AGREE TOnKXT=D THE EXPIRATION DATE OF THE ABOVE-REFERENCED LETTER OF CD N. TO EXPIRE ON (DATE),
WHICH DATE, FOR ALL PURPOSES OF THE ABOVE-REFERENCED LETTER OF CREDIT, SHALL BE THE EXPIRATION/DATEi-F4E LETTER OF CREDIT FROM AD AFTER THE ISSUANCE OF THIS NOTICE o*,*s sNION, UNLESS AND UNTIL WE ISSUE A SUBSEQUENT NOTICE OF EXTENS.ON EXTENDING THE EXPIRATION DATE TO A LATER DATE.
ALL OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED.
AUTHORIZED SIGNATURE NME: PN TITLE!:
IL A .IL M j CC: (APPLICANT NAME)
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17 1415 Arcdis Rivera Pag II of 12
JPMorganChase 0 JPMorgan Chase Bank, N.*.
Global Trade Services 300 SouthRiverside Plan Mail Code IL 1-0236 Chicago. IL 60606-0236
-VALUE DATE-OUR L/C NO.':
EXHIBIT E TO LETTER OF CREDIT NO.
CONSENT TO REDUCTION OF LETTER OF CREDIT REFERENCE IS MADE TO THE IRREVOCABLE LETTER OF CREDIT NO. (THE
LETTER OF CREDIT") ISSUED BY JPMORGAN CHASE BANK, N.A., FOR THE ACCOUNT OF ENERGYSOLUTIONS, LLC, A UTAH LIMITED LIABILITY COMPANY (THE ACCOUNT PARTY). THE UNDERSIGNED BENEFICIARY OF SUCH LETTER OF CREDIT HEREBY CONSENTS TO A PERMANENT REDUCTION IN THE AMOUNT AVAILABLE TO BE DRAWN UNDER THE LETTER OF CREDIT, EFFECTIVE IMMEDIATELY,BY USD........ TO USD ....... .. /^
IN WITNESS WHEREOF, EXELOIN GENERATION ,,LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY, HAS EXECUTE AND] THIS CERTIFICATE AS OF THE DAY OF .........
EXELON GENERATION COMPANY, LLC BY:
TITLE:
A: /*W14i*hs L AOREES TO THE WORDW~ OF AUTHORIZED SIGNATURE THISssyiw~rmd
- DRAFT AUGUST 17, 2010 05:14 PM*********
171415 Arelis River hp 12 of 12
Request for a Full Transfer of the below referenced Standby Letter of Credit JPMorganChase 0 Date:
Reference:
(Issuing Bank's Letter ofCredit Number)
To: JPMorgan Chase Bank, NA. and/or its subsidiaries and/or affiliates.
Transferring Bank" (Advising Bank's Reference Number, if applicable)
We, the undersigned "First Beneficiary", hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit ("Credit") in its entirety to:
(Print Name and complete address of the Transfcree) "Second Beneficiary" Advise through:
(Print NameJaddress of Secoud Benefciy's Bank, iflmown- itfift Mal4 the Tranhsring BOak wlseie- the advising bank)
In accordance with UCP 600 Article 38 or ISP 98, Rule 6 regarding transfer of drawing rights (whichever set of rules the Credit is subject to), all rights of the undersigned First Beneficiary in such Credit are transferred to the Second Beneficiary. The Second Beneficiary shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whethe increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned First Beneficiary.
The original Credit, including amendments to this date, is attached and the undersigned First Beneficiary requests that you endorse an acknowledgment of this transfer on the reverse thereof. The undersigned First Beneficiary requests that you notify the Second Beneficiary of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. The undersigned First Beneficiary acknowledges that you incur no obligation hereunder and that the transfer shall not be effective until you have expressly consented to effect the transfer by notice to the Second Beneficiary.
If you agree to these instructions, please advise the Second Beneficiary ofthe terms and conditions of the transferred Credit and these instructions.
First Beneficiary represents and wanrants to Transferring Bank that (i) our execution, delivery, and perfornance of this request to Transfer (a) are within our powers and have been duly authorized (b) constitute our legal, valid, binding and enforceable obligation (c) do not contravene any charter provision, by-law, resolution, contract, or other undertaking binding on or affecting us or any of our properties and (d) do not require any notice, filing or other action to, with, or by any governmental authority (ii) we have not presented any demand or request for payment or transfer under the Credit affecting the rights to be transferred, and (iii) the Second Beneficiary's name and address are correct and complete and the transactions underlying the Credit and the requested Transfer do not violate applicable United States or other law, rule or regulation, including without limitation U.S. Foreign Asset Control regulations.
We further agree to indemnify and hold harmless you and each of your directors, officers and employees (each an "Indemnitee" and collectively, "Indeminitees") from and against any losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) to which any Indemnitee may be subject or whichany Indemnitee may incur, directly or indirectly, arising out of or relating to (i) any breach by us of the representations and warranties: herein; and (ii) our failure to remit to you, upon demand, funds paid to us despite the Transfer.
Stby Appi Chg Rev. 06/29/2007 I
The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this and giving notice thereof to Second Beneficiary.
request WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER.
This Request is made subject to the same International Chamber of Commerce Publication as and if stipulated in the Credit (and the ISP 98 if not so stipulated) and is subject to and shall be governed by the laws of the State of New York, without regard to principles of conflict of laws. The undersigned submits to the nonexclusive jurisdiction of any state or federal court located in the Borough of Manhattan, City of New York, New York, for itself and its property and agrees that any such court shaU be a proper forum for any action or suit brought by you.
I SIGNATURE GUARANTEED Sincerely yours, Sinatze(s) with title(s) coaform(s) with that/hose on file with us forthis individuaL, entiy or company and signer(s) isre wathorized to tecu.t this apecmet.
(Pri*t N,,e of Bank)
(Print Name of Fis=t Bceficimy)
(Addrss of Bank)
(Print Authorized Sigers Name and Ttl)
(City, stae, zip Code)
(Authorized Signature)
(Print Name and Ttle of Authorized Signer)
(Prin Second Authorized Signers Namenand Title, if required) (Autbonized Signatr)
Crelephone Number)
(Second Athrized Signatue, if reuired)
(Date)
(Telephone Numberffax Number)
Stby AppI Chg Rev. 06/29/2007 2