ML20029C009

Decommissioning Plan for Cintichem,Inc & Radiochemical Processing Lab

ML20029C009
Person / Time
Site:	05000054, 07000687
Issue date:	10/15/1990
From:	Stadler M CINTICHEM, INC.
To:
Shared Package
ML20029C008	List: ML20029C007 ML20029C009
References
NUDOCS 9103220279
Download: ML20029C009 (70)

Text

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EXlLULLT._1 Section 2./. ef Decommissioning Plan Cost Estimate 1055c 9103220279 901015 gDR ADOCK 05000054 PDR

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s 2. 4.-

. Cost Estimate and Funding The estimated cost associated with the decommissioning program described in this -plan is $20,482,000 in - 1990 dollars excluding i

L contingency (Ref.

1).

Table 2-1 provides a breakdown of the

. estimated costs.

This cost estimate has been prepared in

-accordance with guidelines given in reference 2.

The decommissioning funds will be provided by Hoffmann-LaRoche

(HLR), Cintichem's parent company.

Included in Appendix D is a l

L letter from HLR ' indicating thei.

commitment to funding the decommissioning and a financial statement..

WGR/53.90B l

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j Page 27-Revised 09-27-90 0 1045 TABI.E 2.1

SUMMARY

OF CINTICHEM DECOMMISSIONING COSTS Cost Percent of Cost Category (Thousands S)

Total Cost Activity Dependent-(l) o Decontamination-Dismantling 4,321 21.10 o Disposal-Burial 5,781 28.22 o Waste Transportation 311 1.52 o Waste Packages 662 3.23 Period Dependent (2) o Project Management -

4,017 19.61 Technical Support o Support Labor 1,668 8.14 o Equipment Rental - Services 2,251 10.99 Collateral Costs (3) o Site Preparations 597 2.91 o Equipment 658 3.21 o Engineering / Technical 216 1.07 Services SUBTOTAL 20,482 100.00 Contingency (4) o Activity Dependent 2,125 10.37 o Period Dependent 2,226 10.87 o Collateral Costs 147 0.72 TOTAL 24,980 l

l WGR/53.90B

Page 28 Reviced 09-25-90 0 1335 TABLE 2-1 FOOTNOTES:

(1)

Activity-Dependent Costs Activity-dependent costs are those that are directly related to discrete activities, e.g.,

decontamination,

removal, packaging, shipping and disposal.

They include all labor, materials,

energy, equipment and services (shipping and disposal) associated with the " hands-on" activities.

(2) period-Dependent Costs Period-dependent costs are those associated with project management, administration, routine maintenance, radiological, environmental and industrial

safety, security and can include special support equipment.

rental and operators.

They are not directly assignable to any one activity, but are essentially period-dependent, i.e.,

these costs continue for the duration of the decommissioning program or period.

(3)

Collateral Costs Collateral or special item costs are typically one-time costs that are neither attributable directly to a

specific decommissioning

activity, nor period-dependent.

This category includes such items as heavy equipment purchase, health and safety supplies and f acility/ site preparations.

(4)

Contingency Costs These costs are allocated to account for unforeseen increases in costs that cannot be identified prior to conduct of the work and which are beyond the control of project management.

Typical reasons for contingency include changes in project schedule due to weather, labor, or regulatory Gelays, greater than estimated contamination levels or areas, increased work difficulty, or changes of

disposal, transportation or packaging cost.

1 WGR/53.90B

Page 29 Revised 09-35-90 0 1335

References:

(1)

"Cintichem - Reactor and Hot Laboratory Decommissioning Cost Estimate",

prepared by TLG Engineering, Inc.,

Bridgewater, CT, September 1990

" Guidelines for (2)

National Environmental Studies Project Producing Commercial Nuclear Power Plant Decommissioning Cost Estimates", AIP/NESP-036, May 1986, TLG Engineering, Inc.

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WGR/53.908

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EXHIBIT 2 PARENT COMPANY GUARANTEE Including Application and Supporting Affidavit for Withholding and Exemption From Public Disclosure of Proprietary and Confidential Financial Information l

1056c l

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On Hoffmann-La Roche umwa n* =

340 Kingsland Street Nutley New Jersey 071101199 Harold F, Boardman Vice President Gene <a! Counsel (201)735 2165 October 17, 1990 Mr. Robert S. Wood Senior Financial Analyst Mail stop 12E4 U.

S. Nuclear Regulatory Commission One White Flint North 11155 Rockville Pike Rockville", Maryland 20852 In re:

Application for Withholding from Public Disclosare Proprietary and Confidential Financ 31 Information of Hoffmann-La Roche Inc.

Dear Mr.-Wood:

Hoffmann-La Roche Inc.

("HLR")

hereby formally

requests, pursuant to _10 C.F.R.

Section 2.790, that the U.

S.

Nuclear Regulatory ' Commission ("NRC") withhold and exempt from public disclosure the_

proprietary and_

confidential financial information submitted by HLR in support of the Parent Company Guarantee for our subsidiary's, Cintichem, Inc., obligation to provide a

financial assurance of its decommissioning obligations under 10 C.F.R. Sections 50.33-and 70.25.

In - particular, HLR requests that the-following portions of the Parent -Company Guarantee documents be withheld and exempted from public disclosure:

1)

The dollar amount of HLR's positive tangible net worth as cited to in' the letter, dated October 15,

1990, from Mr.-

Irwin Lerner, President and Chief Executive

' Officer of'HLR; 2)

Appendix 1 attached to the letter, dated October 15,

1990, from Mr.

Martin F.

Stadler, Senior Vice President - Finance of HLR; and I

Mr. Robert S. Wood October 17, 1990 3)

The attachment to the Independent Auditor's Report issued by KPMG peat Marwick, dated October 15,

1990, in satisfaction of the

" Auditor's Special Report" verifying and reconciling the amounts stated on Appendix 1

to Mr.

Stadler's letter with amou n t t, contained in the 1989 audited consolidated financial statements of HLR.

As the attached Affidavit of Mr. Martin F.

Stadler, Senior Vice President - Finance indicates, HLR regards all the financial information conta.:ned in the above listed portions of the Parent Company Guarantee to be proprietary and confidential and

..JM requests that this information be withheld and exempted from public disclosure through your Public Document Room, under the Freedom of Information Act and otherwise.

Ficase contact either myself or Philip K.

Yachmetz, S nior Attorney (at 201-235-4838) if either of us may be of futther assistance to you in the consideration of this request.

Very truly yours, A

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Harold F.

Boardman Vice President and General Counsel 1050c

MIIDlLVIT STATE OF NEW JERSEY

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COUNTY OF ESSEX

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I, Martin F. Stadler, being duly sworn, depose and state as follows:

1.

I am Senior Vice President - Finance of Hoffmann-La Roche Inc. ("HLR") and make this affidavit in support of HLR's application to withhold and exempt certain proprietary and confidential financial information from public disclosure by the U.

S.

Nuclear Regulatory Commission ("NRC") either through the NRC public Document Room, under the Freedom of Information Act or otherwise.

2.

I have been delegated the function of reviewing the information described in paragraph 3 of this affidavit which is sought to be withheld and exempted and have been authorized to apply for its withholding and exemption.

3.

HLR-seeks to withhold and exempt the following proprietary and confidential financial information contained in l.

the Parent Company Guarantee documents submitted by HLR in l

l support of-the obligation of its subsidiary Cintichem Inc. to 1

provide a financial assurance for a decommissioning program l

under 10 C.F.R.

Sections 50.33 and 70.25, to wit:

l l

(a)

The dollar amount of HLR's positive tangible not worth as cited to in the letter, dated October 15, 1990, from Mr.

l Irwin Lerner, president and Chief Executive Officer of HLR; l

1

4

-;4 (b)

Appendix

1. attached to the letter, dated October 15, 1990, from Mr. Martin F.. Stadler, Senior Vice president Finance of HLR; and.

(c)

The attachment to the Independent Auditor's Report

-issued by KpMG peat Marwick, dated October 15,

1990, in satisfaction of-the " Auditor's Special Report" verifying and' reconciling the. amounts stated on Appendix 1 t o.' M r..

'Stadler's letter with amounts described in the-1989 audited consolidated financial statements of HLR.

4.

HLR' deems its financial information to M proprietary

. and confidential for the.following reasons:

(a)

HLR is a

corporation whose stock is not publicly traded; (b) ~HLR holds such~ financial information in confidence and hasinot'nor'does not issue any-public financial statements; (c)

HLR 'is notl required to file any financial statements g

with the U.S. Securities and Exchange Commission; (d)

HLR's financial information is-not available f rom ar, public^ source; and l

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. (e)

Disclosures of IILR's financial information are limited to disclosures in response to a lawfully issued judicial or administrative summons or order, issued by an agency or court of competent jurisdiction, and are normally covered by an appropriate protective order when so disclosed, disclosures in confidence pursuant to

federal, state or local government statutes or regulations, and disclosures to HLR's financial institutions in satistaction of covenant requirements and covered by an appropriate contidentiality agreement.

5) llLR is transmitting the proprietary and confidential financial information on a confidential basis to the NRC solely for the intended purpose of substantiating the use of the Parent Company Guarantee financial assurance mechanism pursuant to 10 C.F.R.,

Sections 50.75(e)(2)(iii) and 70.25(f)(2) on behalf of its subsidiary Cintichem, Inc.

6) public disclosure of the proprietary and co n f iden t. i al financial information sought to be withheld and exempted is likely to cause substantial harm to t.he competitive position of 1(LR.

7)

The documents or portions of documents specified in paragraph 3 above have been evaluated in accordance with the above criteria, and have been found to contain the type of financial information which is proprietary, confidential and which is customarily held in confidence by HLR.

4 9 8)

The financial informution contained in the docuinents or portions of documents specified in paragraph 3, to the best of my knowledge, has consistently been held as proprietary and confidential by HLR, no public disclosure of such financial information has been made and it is not available through public sources in accordance with paragraph 4 above.

Executed at Nutley, New Jersey, this 17th day of October 1990.

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[' Martin /F. Stadler Martin F.

Stadler, being duly

sworn, and personally appearing before the undersigned, deposes and says:

i That he has read the foregoing Aff.idavit and the matters stated therein are true and correct to the best

c. f his knowledge, information and belief.

Subscribed and sworn before me this 17th day of October l

1990.

l 8$$%O diteff N.

Notary PublicL/

Un'L;EN ORAGOS 1051c s::T M 'aUC O' NEW JEISEY MyCcom;nmnExp:M 12/20/02

Hoffmann-l.a Roche eme,ew.etw 3minguasm Nutiey New Jersey 0M14t99 Medin F.Stadler -

seno Vice President hnance.Haman Resources and Adrninistraton V01)7357022 i

October 15, 1990 V s. Nuclear Regulatory Commission Mdshington D.C. 20555 p

I am the Senior Vice President-Finance, Human' Resources and Administration of Hoffmann-La-Roche Inc., which maintains its principal place of business at 340 Kingsland Street, Nutley, NJ 07110, a New Jersey Corporation.

This letter is in support of this Company's use of the financial test set forth in Paragraph A.1 ofL Section 11 of Appendix A to 10 CFR Part 30, as referenced by 10 CFR Parts 50'

- and 70, to demonstrate financial assurance, as specified in 10 CFR Parts 50 and 70 on behalf of Cintichem, Inc., our subsidiary.

Thisi Company guarantees, through the Parent Company Guarantee submitted to demonstrate-compliance under 10 CFR Parts 50 and 70, the decommissioninc Sf the

fo11 ewing facility--owned -or operated by Cintichem Inc., a subsidiary of this Company.

Th current cost estimates or certified amounts for decommissioning, sotguaranteed, tare shown for each facility:

U.S.: NUCLEAR _

NAME AND REGULATORY ADDRESS ADDRESS OF COST OF ESTIMATES FOR REGULATORY COMMISSION

'0F LICENSED ASSURANCES DEMONSTRATED BY LICENSE NUMBER LICENSEE ACTIVITY THIS AGREENF.NT

-R-81 Cintichem Inc.

Cintichem Inc.

SNM-639 tong Headow Road Long-Meadow Road Tuxedo, NY

_ Tuxedo, NY

$20,482,000

-10987 10987 The1 Company is not required to file a Form 10K with the U.S. Securities and Exchange Commission for the latest fiscal year.

This ' fiscal year' of -this' Company ends on December 31. The figures for the following items marked with an asterisk on Appendix 1, " Financial Test:

4

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U.S. Nuclear Regulatory Conmission October 15, 1990 Page 2 Alternative A.1," attached hereto, are derived from this Company'r, independently audited, year-end financial statements and footnotes for the 1.4 test completed fiscal year, ended December 31, 1989.

I hereby certify that the content of this letter and Appendix 1 hereto are true and correct to the best of my knowledge.

-yery truly your,

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MattinF.St'ahler Senior Vice President I

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1. P/M oeat Marwic<

Certified Pubhc Accountants New Jer: "eadauarters Telephonc ~

467 9050 Telecoper 201467 7930 150 John E - medy Parn way Telen 136 6 Ehort He $. NJ 07078 Indetendent Ardifor's Renor.1

'Ihe Board of Directors lloffmann b Roche Inc.:

We have audited,in accordance with generally accepted auditing standards, the conso.idated balance sheet of Iloffmann La Roche Inc. and subsidiariti, (the Com 3any) as of Decemter 31, 1989 and the related consolidated str' a ents of carnings and retainec carnings, and cash flows for the year then ended, and have inmj our report thereon dated January 26,1990.

At the Company's request, we penf%d the procedures enumerated below to assist the Company in complying with a request from the U.S. Nuclear Regulatory Commission (the Commission) for information regardingthe Company's use of a financial test, as set forth ia paragraph A.1 of Appendix A to 10 Clw rart 30, as referenced by 10 CFR Parts 50 and 70, to demonstrate its financial assurance, as outlined in Mr. Manin Stadler's October 15,1990 letter and the attachments thereto to the Commission and guided by 10 CFR Parts 50 and 70. It is understood that this report is intended solely for the information and use of the Board of Directors and management of the Company ano the Commission and should not be used for any other nurpose. With res 3ect to the schedule attached to this letter reconciling amounts contained in Mr. Stadler's October 15, 1990 letter with amounts contained in the 1989 audited consolidated financial statements of the Company e, of and for the year ended December 31, 1989, we have:

Agreed the amounts contained on the attached schedule in the column "Per Consolidated Financial Statements" to the respective amounts contained in th:

Company's audited consolidated financial statements as of and for the year ended December 31,1989; Agreed the amounts contained on the attached schedule in the column "Per CFO's Letter" to the Company's " Financial Test: Alternative A.1" included with Mr. Stadler's October 15,1990 letter; Detemiined that there are no reconciling items; Recomptded the subtotals and totals contained in Mr. Stadler's October 15,1990 letter and Alternative A.1 attachment to the subtotals and totals contained in the attached schedule.

Because the above procedures do not constitute an audit made in accordance with generally accepted auditing standards, we express no opinion on any of the specified accounts or items referred to above. In connection with the procedures referred to above, no matters came to our attention that caused us to believe that the specified accounts or items shculd be adjusted. This report relates only to the accounts or items specified above and does not extend to any financial statements of Hoffmann b Roche Inc. taken as a whole.

IhAfh October 15,1990 1

mgrgpp Y T % %,. w -,

@ Hoffmann-La Roche

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sland Street 340 King!cw Jersey 071101199 Nutley r David E. Alpert Assstant Smetry

(?cirns 7z87 CERTlfl.C6 TION I,

David E..

Alpert, Assistant Secretary of Hoffmann-La Roche Inc., a New Jersey corporation, hereby cortify that the resolution as attached was unanimously adopted by the Executive Commit of the Board ot Directort of' said Corporation on

-October 15, 1990, which Executive Committee has the authority of the Board of-Directors, pursuant to the by-laws of the Corporation,.to adopt said resolution.

IN WITNESS WiEREOF, I have set my hand and the seal of the Corporation-this 17th day of October 1990.

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David E. Alp.rt l

1053c 1

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N tection 6 Papents Constituting the Fund.

Payments when made to the Ti'u's t ee for the7und shall consist'oT cast securities, or other liquid assets (the

" Property") acceptable to the Trustee.

The Fund shall be established initially as consisting of Property which is acceptable to the T rus tee.

Such Property and any other Property subsequently transferred to the Trustee are referred to as the " Fund." together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement.

The Fund shall be held by the Trustee, IN TRUST, as hereinafter provided.

The Trustee shall shall it undertake any responsibility for the not be responsible noi amount of, or adequacy of the Fund, nor any duty to collect from the Grantor, any parnents necessary to discharge any liabilities of the Grantor established by the NRC, The shat)yment for Required Activities Specified in the Plan.

Pa Section 5.

make payments from the Fund to the Grantor upon

'T rus tee presentation to the Trustee of the following:

a.

A certificate duly executed by the Secretary of the Grantor attesting to the occurrence of the events, and in the form set forth in the attached Specimen Certificate, (attached hereto as Exhibit I) and b.

A certificate attesting to the following conditions; (1) that deconnissioning is proceeding pursuant to an NRC-approved plan.

(2) that the funds withdrawn will be expended for activities undertaken pursuant to that Pldn, and (3) that the NRC has been given 30 days' prior notice of Cintichc., Inc.'s intent to withdraw funds from the escrow fund.

withdrawal from the fund can exceed 1C0 percent of the outstanding Nobalance of the Fund or $20,48L000 Dollars, whichever is greater, unless NRC approval is attached.

in the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall make payments from the fund as the NRC shall direct, in writing, to provide for the payment of the costs of required activities covered by this Agreement.

The Trustee shall reimburse the Grantcr or other persons as specified by the NRC from the Fund for egenditures for required activities in such amounts as the NRC shall direct in writing, in addition, the Trustee shall re fund to the Grantor such amounts es th NRC specifies in writing.

Upon refund, such funds shall no longer constitute part of the Fund as defined herein.

Trust Mana The Trustee shall invest and reinvest the aid income ~gement.oT the Fund and keep the Fund invested as a single Section 6.

FrTrsrpaT fund, without distinction between principal and income, in accordance

l i

with general investment policies and guidelines which the Grantor may i

contnunicate in writing to the Trustee from time to time, subject,

)

however, to the provisions of this section.

In investing, reinvesting, exchanging, selling, and managing the fund, the Trustee shall discharge its duties with respect to the fund solely in the interest of the beneficiary and with the care, skill, prudence, and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and #th like aims; _except that:

(a)

Securities or other obligations of the Grantor, or any other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended (15 U.S.C.

80a-2(a)),

shall not be acquired or held, unless they are securities or other obligations of the federal or a State government; (b)

The Trustee is authorized to invest the fund in time or demand deposits of the Trustee; and reasonable time, not to exceed 60 dayr, the Trustee is (c) for a authorized to hold uninvested cash, awaiting investment or distribution, without liability for the payment of interest thereon.

Section 7.

Commingling and Investment.

The Trustee is expressly alitWr~lzed in 'its disWetFon:

(a)

To transfer from time to time any or all of the assets of the fund to any common, commingled, or :ollective trust fund created by the Trustee in which the fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and (b)

To purchase shares in any investment company registered under the investment Company Act of 1940 (15 U.S.C. 80a-1 at seq.),

including one that may be created, managed, underwritten, or to which investment advice is rendered, or the shares of which are sold by the Trustee.

The Trustee may vote such shares in its discretion.

Section 8.

Express Powars of Trustee.

Withe t in any way limiting the powers and discretlon conferred upon7hc Truste3 by the other provisions by law, the Trustee is 'xpressly authorized and of this Agreement or empowered:

(a)

To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale, as necessary for prudent management of the fund; (b)

To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; i

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A (c)

To register any securities held ia the fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, to reinvest interest payments and funds from matured and redeemed instruments, to file prope.' fonns concerning securities held in the Fund in a timely fashion with appropriate gove.nment agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited. such securities may be merged and Feld in bun, in the name of the nominee or such depository with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the U.S.

Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trus tee shall at all times show that all such securities are part of the Fund; (d)

To deposit any cash in the Fund in interest-bearing accounts savings certificates issued by the Trustee, in maintained or its separate corporate capacity, or in any other banking institution affiliated with the Trustee; and (e)

To compromise or otherwise adjust all claims in favor of or against the Fund.

and Expenses All taxes of any kind that may be Taxes Section 9.

levied against or l'n,. respect of the Fund and all brokerage assessed or contnissions incurred by the Fund shall be paid from the Fund. All other expenses incurred by the Trustee in connection with the administration this Trust, including fees for legal services rendered to the ofTrustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other proper charges and disbursements of the Trustee shall be paid fron the fund.

Section 10.

Annual Valuation.

After payment has been made into this stanoby trust fund, thTTrustee chall annually, at least 30 days before the anniversary date of receipt of payment into the standby trust fund, furnish to the Grantor and to the NRC a statement confirming the value of the Trust.

Any securities in the Fund shall be valued at market than 60 days before the anniversary date of the value as of no more establishment of the Fund.

The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, barring the grantor from asserting any claim or liability against the Trustee with respect to the matters disclosed in the statement.

Section 11.

Advice of Counsel.

The Trustee may from time to time l

consult with counsel with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The l

Trustee shall be fully protected, to the extent permitted by law, in l

acting on the advice of counsel.

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Trustee Compensation.

The Trustee shall be entitled to Section 12.

reasonable compensatToTfor~3s services as agreed upon in writing with the Grantor. (See Schedule B.)

Section 13.

Successor Trustee.

Upon 90 days notice to the NRC, the Trustee may resign; upon ~ C days notice to NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a successor Trustee and this successor accepts the appointment.

The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the Trustee the funds and properties then constituting the fund, successor if for any reason the Grantor cannot or does not act in the event of the of the Trustee, the Trustee may spply to a court of resignation competent jurisdiction for the appointment of a successor Trustee or for The successor Trustee shall specify the date on which it instructions.

assumes administration of the trust in a writing sent to the Grantor, the NRC and the present Trustee by certified mail 19 days before such becomes effective.

Any expenses incurred by the Trustee as a change result of any of the acts contemplated by this section shall be paid as provided in Section 9.

Section 14.

Instructions to the Trustee.

All orders, requests, and Tns truc tions bi~tFe ~Crantor to the TFu~sT6e shall be in writing, signed by such persons as are signatories to this agreement or such other The Trustee shall be designees as the Grantor m'.y designate in writing.

fully protected in acting without inquiry in accordance with the If the NRC issues orders, grantor's orders, requests, and instructions.

requests, or instructions to the Trustee these shall be in writing, their designees, >nd the Trustee shall act and signed by the NRC or shall be fully protected in acting in accordance with such orders, requests, and instructions.

The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the NRC hereunder has occurred.

The Trustee shall have no duty to act in the absence of such orders, requests, and instruction from the Grantor and/or the NRC except as provided for herein.

Section 15.

Amendment of Agreement.

This Agreement may be aniended by Fii~Tnstrument 'Tn wrftTrig executed by the Grantor, the Trustee and the NRC or by the Trustee and the NRC if the Grantor ceases to exist.

Section 16.

I rrevocabil i ty'a nd Te nnina tion.

Subject to the right of

'the pa rtles to ament ~Wi s areedi6~nt es provided in Section 15, this trust shall be irrevocable and shall continue until terminated at the written agreement of the Granter, the Trustee, and the NRC, or by the Trust 2e and the NRC if the Grantor ceases to exist.

Upon termination of the trust, all remaining trust property, less final trust administration expenses, shall be delivered to the Grantor or its successor.

Section 17.

Immunity and Indemnification.

The Trustee shall not incur personaT ITability of any nature in connection with any act or omission.

made in good faith, in the administration of this trust, or in carrying directions by the Grantor or the NRC issued in accordance with out any this Agreement.

The Trustee shall be indemnified and saved harmless by the Grantor or from the trust fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.

Section 18.

This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.

Section 19.

Interfretation and Severability.

As used in this Agreement, words 7 n the singular incI{ide iW p. lural and words in the plural include the singular.

The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement.

If any part cf this agreement is invalid, it shall not affect the remaining provisions which will remain valid and enfor: cable.

IN WilNESS WHERE0F the parties have caused this Agreement to be executed by the respective officers duly authorized and the Grantor's corporate seal to be hereunto af fixed and attested as of the date first written above.

J ATTEST:

ClNTIC E JN.

s/

By:

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Title:

asurer By:

/r w Ih

Title:

Asst. Treasurer & C ntroller I

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SWISS BANK CORP (LPAI 0.

[u.u, at-[

By:

Title:

Vico resident By:

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Title:

/ar7aur Wcf IWJ/M l

1

Exhibit 1 Specimen Certificate of Events Swiss Bank Cor> oration New York Branc1 10 East 50th Street New York, New York 10022 Attention:

Trust Division Gentlemen:-

In accordance with the terms of the Standby Trust Agreement with Secretary of you dated October 15,

1990, 1.

~

the fo1T6 wing events have Cintichem, Inc.

hereby certify that occurred:

1.

Cintichem, Inc. is required to comence the decomissioning of its facility located at long Meadow Road, Tuxedo NY 10987 (hereinaftercalledtheDecommissioning).

2.

The plans and procedures for the commencement and conduct of the Decommissioning have been approved by the United States Nuclear Regulatory Commission, or its

. successor, on (copy of approval attached).

3.

The Board of Directors of Cintichem, Inc. has adopted the attached resolution authorizing the conrnencement of the Decomissioning.

Secretary of Cintichem, Inc.

Date l

l

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SCHEDULE A This Agreement demonstrates financial assurance for the following cost estimates for the following licensed activities:

U.S. NUCLEAR NAME AND ADDRESS REGULATORY ADDRESS ADDRESS OF COST ESTIMATES FOR REGULATORY COMMISSION OF LICENSED ASSURANCES DEMONSTRATED BY LICENSE NUM8ER LICENSEE ACTIVITY THIS AGREEMENT R-81 Cintichem Inc.

Cintichem Inc.

SNM-639 Long Meadow Road Long Meadow Road

$20,482,000*

Tuxedo, NY Tuxedo, NY 10987 10987

• The Cost estimate is included as part of the " Decommissioning Plan for Cintichem, Inc. Research Reactor and Radiochemical Processing Laboratory". filed with the U.S. Nuclear Regulatory Commission on or about October 18, 1990.

The Decommissioning cost estimate is also intended to cover decommissioning of facilities where by product meterial is licensed by New York, an agreement state.

SCHEDULE B Trustec Fee:

$250 establishment fee, payable upon execution of the Standby Trust Agreement; Grantor shall pay Swiss Bank Corporation such reasonable fees for its services as Trustee under the Trust Agreement dated as of October 15, 1990 relating to the letter of Credit as Swiss Bank Corporation shall from time to time specify.

i l

i i

ACKNOWLEDGEMENT State of New Jersey

)

)

County of Essex

)

On this 15th day of October,

1990, before me personally came William l'ennrich and John Taylor to me known, who being duly sworn, did depose and say that they have an of fice_ at 340 Kingsland Street, Nutley, New Jersey 07110, that they are, respectively, Treasurer and Assistant Treasurer and Controller of the Grantor, the corporation described in and which execu'ced the Trust Agreement in accordance with regulations issued under the authority of the U.

S.

Nuclear Regulatory Commission; that he knows the seal of said corporation; that the seal affixed to such Instruments is such corporate seal; that it was so affixed by order of the Board of _ Directors of said corporation, and that they signed their names thereto by like order.

4Yaf/Erenuh2Mj%

(Notary Public) j KATHLEEfl Cn?2 3 NOTMY Pu3uc 0F w*j 3,;; -

Uy Commiss'on [ mites 12/2;fiz 1016c l

~

I l

l l

ACKNOWLEDGEMENT State of 110w York

)

)

County of New York

)

on this 15th day of October,

1990, before me personally came RdAlsacu _

and Gecg;SJ Letmhedan,

to me

known, who, being by me duly sworn, did depose and say that they have an office et 10 East 50th Street, 11ew York, tiew York; that they

are, respectively a S ce_ R es, dent and a b.hAu.tod32_,

of Swist Bank Corporation, llew York

Branch, the corporation described in and which executed the above instrument; and that they signed their names therete by order of the Board of Directors of said corporation.

CZh<w.ku u.aw~J (Notary'p blic)

PATRKtA A.COUASONI Notary Public. State cd New Wwk 1017c No 3149149ti W York County Term Expires January 11,1992

PARENLCOMPANLGUARANTEE Guarantee made t.his 15th day of

October, 1990 by Hoffmann-La Roche Inc.,

a corporation organized under the laws of the State of New Jersey, with a principal place of business at 340 Kingsland Street,

Nutley, New Jersey

07110, (herein referred to as

" Guarantor"),

to the U.S.

Nuclear Regulatory Commission, an agency of the United States Government, with a principal office at 1717 H

Street, N.W,

Washington, D.C.

20555 (herein referred to as "NRC")

on behalf of Guarantor's subsidiary Cintichem, Inc.,

a corporation organized under the laws of the State of Delaware, with its principal place of business at Long Meadow Road, Tuxedo, New York 10987 (herein referred to as " Licensee").

Recitala 1.

The Guarantor has full authority and capacity to enter into this guarantee under its

bylaws, articles of incorporation, and the laws of the State of New

Jersey, its State of incorporatica.

Guarantor has approval from the Executive

%nittee of its Board of l

Directors to enter into this guarantee.

1 2.

This guarantee is being issued to comply with regulations issued by the NRC, an agency of the United States Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act l

of 1974.

NRC has promulgated regulations in Title 10, l

l

.----.......--vc

.,,,,. - - ~

,-,n,

-2 Chapter I of the Code of Federal Dequlations, parts 50 and 70, which require that a

holder of, or an applicant for, an operating licent e issued pursuant to 10 CFR Part 50 and a special nuclear material license issued pursuant to 10 CFR part 70 provide assurance that funds will be available when needed for required deconcissioning activities.

3.

The guarantee is issued to provide financial assurance for decommissioning activities for NRC Reactor Operator's License No.

R-81 and Special Nuclear' Materials License No.

SNM-639 issued in the name of Cintichem, Inc.

for its facility located at Long Meadow Road, Tuxedo, New York 10987, as required by 10 CFR parts 50 and 70.

The decommissioring costs for which are as follows:

Twenty Million Four Hundred Eighty Two Thousand Dollars ($20,482,000).

4.

The Guarantor meets or exceeds the financial test criteria set forth in Paragraph A.1 of Section II of Appendix A to 10 CFR part 30, as ref eranced by 10 CFR parts 50 and 70, in that Guarantor (i) has net working capical and tangible not worth each at least six times the -:urrent decommissioning cost estimate; and (ii) has assets located in the United States amounting to at least 90 percent of its total assets or at least six times the amount of the current decommissioning i

l

. cost e s timates ;

and (iii) meets two of the following three ratios:

a ratio of total liabilities to net worth less than 2.0; a ratio of the sum of not income plus depreciation, depletion, and amortization to total liabilities that i e, greater than 0.1; and a

j ratio of current assets to current liabilities that is greater than 1.5; and (iv) has tangible net worth of at least $10 million and agrees to comply with all l

notification requirements as speci f i ed in 10 CRF Parts 30, 50 and 70.

5.

The Guarantor has majority control of the voting stock for the following Licensee covered by this guarantee.

U.S. NUCLEAR REGULATORY NAME AND ADDRESS OF COMMISSION ADDRESS LICENSED IdCFESE XUMDlRS QE_IdCENSEE EAC11dIY R-81 Cintichem, Inc.

Cinticheit, Inc.

SNM-63 9 Long Meadow Road Long Meadow Road Tuxedo, NY 10987 Tuxedo, NY 10987 6.

Decomrnissioni ng activities as used below refers to the activities required by 10 CFR Parts 50 and 70 for decornrnissioning of f acility identified above.

7.

For value received f rom Cintichem and pursuant to the authority conferred upon the Guarantor by the unanimous resolution of the Executive Commi t tee of its Board of Di rec tors, a certified copy of which is attached, the

-. ~.

-4 k

Guarantor guarantees to the NRC that if the Licensee fails to perform the required decommissioning activities, as required by Reactor Operator's License No.

R-81 and Special Nuclear Material License No.

SNM-639, the Guarantor shall:

(a) carry out the required activities, el (b) set up a trust fund in favor of the

NRC, as beneficiary, in the amount of the current cost estimate for these activities.

8.

The Guarantor agrees to submit revised financial statements, financial test

data, and a

special auditor's report and reconciling schedule annually within 90 days of the close of the parent Guarantor's fiscal year.

9.

The Guarantor agrees that if, at the end of any fiscal year before termination of this guarantee, it fails *.

meet the financial test criteria, the Licensee shall send within 90 days of the end of the fiscal year, by certified mail, notice to the NRC that the Licensee intends to provide alternative financial a s s>1 r a n c e as specified in 10 CFR Parts 50 and 70.

Within 120 days after the end of the fiscal year, the Guarantor shall establish such financial assurance if the Licensee has not done so.

. 10.

The Guarantor also agrees to notify the beneficiary promptly if the ownership of the Licensee or the parent firm is transferred and to maintain this guarantee until the new parent firm or the Licensee provides alternative financial assurance acceptable to the beneficiary.

11.

The Guarantor agrees that within 30 days after it determines that it no longer meets the financial test criteria or it is disallowed from continuing as a

Guarantor for the facility under Reactor Operator's License No.

R-81 and Special Nuclear Material License No.

SNM-639, it shall establish an alternative financial assurance as specified in 10 CFR Parts 50 and 70 as applicable, in the name of Licensee unless Licensee has done so.

12.

The Guarantor as well as its successors and assigns agree to remain bound jointly and severally under this guarantee notwithstanding any or all of the followiug:

amendment or modification of Reactor Operator's License No.

R-81 and Special Nuclear Material License No.

SNM-639 issued to Licensee or NRC-approved decommissioning funding p l a r.

for Licensee's facility, the extension or redo cion of the time of performance of required activities, or any other modification or alteration of an obligation of the Licensee pursuant to 10 CFR parts 50 or 70.

. 13.

The Guarantor agrees that all bound parties shall be jointly and severally liable for all litigation costs incurred by the beneficiary,

NRC, in any successful effort to enforce the agreement against the Guarantor.

14.

The Guarantor agrees to remain bound under this guarantee for as long as Licensee must comply with the applicable financial assurance requirements of 10 CPR Parts 50 and 70, for the previously listed facility, except that the Guarantor may cancel this guarantee by sending notice by certified mail to the NRC and to

Licensee, such cancellation to become effective no earlier than 120 days after receipt of such notice by both the NRC Licensee as evidenced by the return receipts.

15.

The Guarantor agrees that if Licensee f ails to provide alternative financial assurance as specified in 10 CFR I

l Parts 50 and 70, as applicable, and obtain written approval of such assurance f rom the NRC within 90 days after a

notice of cancellation by the Guarantor is received by both the NRC and Licensee from the Guarantor, the C arantor shall provide such alternative financial asourance in the name of Licensee or make full payment under this guarantee.

l l

1 i

l

\\

-2

____...___m.._._

-7 16.

The Guarantor expressly waives notice of acceptance of this guarantee by the NRC or by Licensee.

The Guarantor also expressly waives notice of amendments or modification of the decommissioning requirements and of amendments or modifications of the license.

17.

The Guarantor is not required to file financial reports with the U.S.

Securities and Exchange Commission

("SEC").

Should Guarantor be required to file financial reports with the SEC prior to the termination of this guarantee, then it shall promptly submit them to the NRC during each year in which this guarantee is 4

in offeet and the Guarantor is required to make such filings.

I hereby certify that this guarantee is true and correct to the best of my knowledge.

Effective date:

October ~ 15, 1990 HOFFMANSLA ROCHE IN Dyt l'

n l

Martin F.

Stadler i

Senior Vico president Finance Sworn to before me i,

this

<P day of October, 1990 Qfy r. ~

&g;gw Notary public /

2830C KATlflLEl1 L T

• is0 tac.Y f.7UO OF !;EV/ E"':

f,ty Cenugan bpir= 12/Z/L l

RESOLVED, that the president, any Senior Vice President, any Vice president, the Secretary or the Treasurer be, and each of them hereby is. authorized and directed to execute any and all documents providing a

parent Company Guarantee to the United States Nuclear Regulatory Commission ("NRC") in support of the Financial Assurance plan of Cintichem, Inc.,

a wholly owned subsidiary of this Corporation, for the decommissioning of Cintichem's nuclear reactor and hot laboratory facilities located at its Tuxedo, New York facility pursuant to the rules and regulations of the

NRC, and to execute such other agreements and i n s t r ume n t.s, and to perform all such other acts and things, for and on behalf of the Corporation as may be necessary, advisable or proper in order to provide such Parent Company Guarantee, including the filing of an application and supporting affidavit requesting that the proprietary and confidential financial information contained in the Parent Company Guarantee be withhold and exempt from public disclosure by the NRC through its Public Document Room, under the Freedom of Information Act and otherwise.

1009c l

STANDBY TRUST AGREEMENT TRUST AGREEMENT, the Agreement entered into as of October 15, 1990 by and between Cintichem, Inc., a Delaware corporation, herein referred to as the " Grantor, " and Swiss Bank Corporation, New York Branch,10 East 50th Street, New York, New York 10022, the " Trustee."

WHEREAS, the U.S.

Nuclear Regulatory Conmission ("NRC"), an agency of the United States Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations.

Pa rts 50 and 70.

These regulations, applicable to the Grantor, require that a holder of, or an applicant for, a Part 50 and 70 license provide assurance that funds will be available when needed for required deconmissioning activities.

WHEREAS, the Grantor has elected to use a Parent Company Guarantee, to provide all of such financial assurance for the facilities identified herein; and WHEREAS, when payment is necessary and made under the Parent Company Guarantee this standby trust shall be used for the receipt of such payment; and

WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this Agreement, and the Trustee is willing to act as trustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:

Section 1. Definitions. As used in this Agreement:

(a)

The term " Grantor" meant the NRC licensee (Cintichem, Inc.)

who enters into this Agreement and any successors or assigns of the Grantor.

(b)

The term " Trustee" means the trustce who enters into this l

Agreement and any sucemv Trustee.

Section 2.

Costs of Decommissioning.

This Agreement pertains to the costs of decommissioning the 7 aterials and activities identified in NRC License Numbers R-81 and SNM-639 issued pursuant to 10 CFR Parts 50 and 70 as shown in Schedule A.

The deconmissioning costs are also l

intended to cover the decommissioning of facilities where byproduct material is licensed by New York, an agreement state.

Section 3.

Establishment of Fund.

The Grantor and the Trustee hereby l

igree to es't3 fish a standby trust fund (the fund) for the benefit of

~~

l the NRC when payment becomes necessary and is made pursuant to the terms of the Parent Company Guarantee.

The Grantor and the Trustee intend that no third party have access to the fund except as provided herein.

i

... ~.

-. _.. ~ -.. - - -.., ~ _....

EX1111317._3 Parent Company Guarantee Documents With Proprietary and Confidential Financial Information Deleted 1057c

_ _ _. ~.

0

@ Hoffmann-La Roche

+.<e-a. we 340 Kirystand $ticet Nutley.New Jersey 071101199 t

Irwin 1ernet Piesdent and Ch.ef becutive Of ficer (201)2 5 2011 October 15, 1990 U. S. Nuclear Regulatory Commission Washington, D. C.

20555 I

am the President and Chief Executive Officer of Iloffmann-La Roche Inc., which maintains its principal place of business at 340 Kingsland Street, Nutley New Jersey 07110, a

New Jersey Corporation.

This letter is in support of this Company's use of the financial test as set forth in Paragraph A.1 of Section II of Appendix A to 10 CFR part 30, as referenced bv

'1 CFR Parts 50 and 70, to demonstrbte financial assurance,

e. opecified in 10 CFR Parts 50 and 70 on behalf of Cintichem, Inc., our subsidiary.

I hereby certify that iloffmann-La Roche Inc.

is currently a going

concern, and that it possesses positive tangible net worth in the amount of $

This Company is not required to file a Form 10K with ths U.

S.

Securitics and Exchange Commission for the latest fiscal year.

The fiscal year of this Company ends on December 31.

l I hereby certify that the content of tnis letter is true and correct to the best of my knowledge.

Very ruly yours, e

Y'

/

Irwin Lerner President and-Chief Executive Officer 1012c

)

• WITHHELD AND EXEMPTED FROM l

PUBLIC DISCLOSURE PURSUANT TO 10 C.F.R. SECTION 2.790 l

j 7

Hoffmann-LaRoche

• • a m 150 Onguat Street l

NAy New Jersey 07n41193 Martin f.Stadier senor Vce President 6nate.Hean Resoeces aM Adan#5trdion tmnnon October 15, 1990 U.S. Nucitar Regulatory Connission Washington D.C. 20555 Senior Vice President-Finance. Human Resources and Administration of I

am the Roche Inc., which maintains its principal place of business at 340 Hoffmann-La This letter is in Kingsland Street, Nutley, NJ 07110, a New Jersey Corporation.this Compan of support Section 11 of Appendix A to 10 CFR Part 30, as referenced by 10 CFR Parts 50 of 70, to demonstrate financial assurance, as specified in 10 CFR Parts 50 and and 70 on behalf of Cintichem, Inc., our subsidiary.

guarantees, through the Parent Company Guarantee submitted to This Company demonstrate compliance under 10 CFR Parts 50 and 70, the deconnissioning of the operated by Cintichem Inc., a subsidiary of this owned or following facility Company.

The current cost estimates or certified amounts for deconnissioning, so guaranteed, are shown for each facility:

U.S. NUCLEAR N'"E AND REGULATORY ADDRESS ADDRESS OF COST OF ESTIMATES FOR REGULATORY COMMISSION OF LICENSED ASSURANCES DEMONSTRATED BY LICENSE NUMBER LICENSEE _

ACTIVITY _

THIS AGREEMENT R-B1 Cintichem inc.

Cintichem Inc.

SNM-639 Long Meadow Road Long Meadow Road Tuxedo, NY Tuxedo. NY

$20,482,000 10987 10987 The Company is not required to file a Form 10K with the U.S. Securities and Exchange Connission for the latest fiscal year.

fiscal year of this Company ends on Deccmber 31. The figures for the This following items marked with an asterisk on Appendix 1, " Financial Test:

11.5. Nuclear Regulatory Commission

,0ctober 15, 1990 Page 2 Alternative A.1," attached hereto, are derived from this Company's independently audited, year-end financial statements and footnotes for the latest completed fiscal year, ended December 31, 1989.

hereby certify that the content of this letter and Appendix 1 hereto are true Iand correct to the best of my knowledge.

1. 'ry truly your

)l 4.-

Ma tin F. Sta ler Senior Vice President r - -

- - ~. - -

Appendix 1 Hoffmann-La Roche Inc.

($ Thousands)

Financial Test:

Alternative A.1 Deconnissioning cost estimates for facility (R-81 SNM-639) 1.

total of all cost estimates shown in paragraphs above

• 2.

Total lialiiTities (if any portion of the cost estimates for deconnissioning is included in total liebilities on your finn's financial statement, deduct the amount of that portion from this line and add that amount to lines 3 and 4)

• 3.

Tangible net worth

• 4.

let worth

• 7~

• 5.

Current assets

• F

• 6.

Current liabilities

• 7.

Het vorking capital (line 5 minus line 6)

• 8.

The sum of net income plus depreciation, depletion, and amorti'ation

• 9.

Total assets in United Staces (required only if less than 90 percent of firm's assets are located in the United States)

Yes No Tr 10.

Is line 3 at least $10 million?

TF 11.

Is line 3 at '. east 6 times line 17 TF 12.

Is line 7 at least 6 times line 17 13.

Are at least 90 percent of firm's assets located in the United States? If not, complete line 14.

TF Is line 9 at least 6 times line 17 14.

(Guarantor must meet two of the following three ratios) 15.

Is line 2 divided by line 4 less that 2.07 T*~

16.

Is line 8 divided by line 2 greater than 0.17 TF TF 17.

Is line 5 divided by line 6 greater than 1.57

• Denotes figures derived from financial statements.

(A.1) As set forth in Paragraph A.1 of Section 11 of Appendix A to 10 CFR Part 30, as referenced by 10 CFR Parts 50 and 70.

• • WITHHELD AND EXEMPTED FROM PUBLIC OlSCLOSURE PURSUANT TO 10 C.F.R. SECT

,l 1

k_

Peat arwict Cortified Pubhc Accountents New Jett,e y Headquariots relephone 201467 90s0 Telecc>p et 201467 7030 150 Jchn F. Kennedy Parkway Telen13ssB4 Short Wils, NJ 07078 Indenendent Auditor's Renori ne Board of Directors lloffmann La Roche Inc.:

We have audited,in accordance with generally accepted auditing standards, the consolidated as of December 31, balance sheet of Iloffmann La Roche Inc. and subsidiatics (the Com?any)ings, and cash flo 1989 and thc related consolidated statements of earnings and retainec carn for the year then ended, and have issued our report thereon dated January 26,1990.

At the Company's request, we perfonned the procedures enumerated below to assist the Company in cornplying with a request from the U.S. Nuclear Regulatory Commission (the s use of a financial test, as set forth in Commission) for infonnation regarding the Company'ferenced by 10 CFR Parts 50 and 70, to paragraph A.1 of Appendix A to 10 CFR Pan 30, as re demonstrate its financial assurance, as outlined in hir, hianin Stadler's October 15,1990 letter and the attachments thereto to the Commission and guided by 10 CFR Parts 50 and 70. It is understood that this report is intended solely for the information and use of the Board of Directors and management of the Company and the Commission and should not be used for any other purpose. With res xct to the schedule attached to this letter reconciling unounts contained 15, 1990 letter with amounts ecntained in the 1989 audited in hir. Stadler's Octo>er consolidated financial statements of the Company as of and for the year ended December 31, 1989, we have:

Agreed the amounts contained on the attached schedule in the column "Per Consolidated Financial Statements" to the respective amounts contained in the Company's audited consolidated financial statements as of and for the year ended December 31,1989; Agreed the amounts contained on the attached sm.ule in the column "Per CFO's Letter" to the Company's " Financial Test: Alternative A.1" included with hir. Stadler's October 15,1990 letter, Detennined that there are no reconciling items; Recomputed the subtotals and totals contained in hir. Stadler's October 15,1990 letter and Alternative A.1 attachment to the subtotals and totals contained in the attached schedule.

Because the above procedures do not constitute an audit made in accordance with generally accepted auditing standards, we express no opinion on any of the specified accounts or items referred to above, in connection with the piccedures referred to above, no matters came to our attention that caused us to believe that the specified accounts or items should be adjusted. This trport relates only to the accounts or items specified above and does not extend to any financial statements of Iloffmann La Roche Inc. taken as a whole.

KM6 lbrkdM i

October 15,1990 m,~.,r. w,,__

I 1

Amounts Con 1AinisL_Jn M r. Martin stadler's Schedule Reconelling Letter and Alternallye I Attachment With Amounts in

18. 1990 Qr_fnber Auslued 1983_ Conso Idated Financial Stalgmen13 UlIllllE T.D_ ANDJX EM ET Ep_yy gg_pUDIdC_D I S CI,O SU RE JftJRSUANTJ'O J OLLR,_BKCT1DN1,210

=

~" -

.,_m___________,_

1% RENT _COMPNCLGUARANTEE l

Guarantee made this 15th day of

October, 1990 by Itoffmann-La Roche Inc., a corporation organized under the laws of the State of New Jersey, with a principal place of business at 340 Kingsland Street,

Nutley, New Jersey

07110, (herein referred to as

" Guarantor"),

to the U.S.

Nuc1 car Regulatory Commission, an agency of the United States Gove r nmer.t, with a principal office at 1717 H

Street, N.W.,

Washington, D.C.

20555 (herein referred to as "NRC")

on behalf of Guarantor's subsidiary Cintichem, Inc.

's corporation organized under the laws of the State of Delaware, with its principal place of business at Long Meadow Road, Tuxedo, New York 10987 (herein referred to as "Licen$;ee").

Rs.ti_this 1.

The Guarantor has full authority and capacity to enter into this guarantee under its

bylaws, articles of incorporation, and the laws of the State of New

Jersey, its State of i nc. o r po r ati on.

Guarantor has approval from the Executite Committee of its Board of Directors to enter into this guarantee.

2..

This guarantee is being issued to comply with regulations issued by the NRC, an agency of the United States Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974.

NRC has promulgated regulations in Title 10, l

~

. Chapter I of the Code of Fcceral Regulations, parts 50 and 70, which require that a

holder of, or an applicant for, an operating license issued pursuant to 10 CFR Part 50 and a special nuclear material license issued pursuant to 10 CF3 Part 70 provide assurance that funds will be available when needed for required decommissioning actit i t i e s -,

3.

The guarantee is issued to provide financial assuttace for decommissioning activities for NRC Reactor Operator's License No.

R-81 and Special Nuclear Materials License No. SNM-639 iss.2d in the name of Cin-.ichem, Inc.

for its facility located at Long 10987, ac required by 6

Meadow Road, Tuxedo, New Y 10 CFR Parts 50 and 70.

The

.ecommissioning costs for which are as follows:

Twenty Million Four Hundred Eighty Two Thousand Dollars ($20,482,000).

4.

The Guarantor meets or exceeds the financial test criteria set forth in Paragraph A.1 of Section II of Appendix A to 10 CFR Part 30, as referenced by 10 CFR Parts 50 and 70, in that Guarantor (i) has not working 1 cast six t iraes capital and tangible not worth each at the current decommissioning cost estimate; and ( i i'i has assets located in the United States amounting to at least 90 percent of its total assets or at least six times the amount of the current decommissioning

a cost estimates; and (iii) meets two of the following three ratios:

a ratio of totc1 liabilities to not worth less than 2.0; a ratio of the sum of net income plus depreciation, deplet)on, oad amortization to total liabilities that is greatet than 0.1; and a

ratio of current assets to current liabilities that is greater than 1.5; and (iv) has tangible net worth of at least $ 1.0 million and agrees to comply witn all notification requirements as specified in 10 CRF parts 30, 50 and 70.

The Guarantor has majority contrc'. of the voting stock 5.

for the following Licensee covered by this guarantee, U.S.

NUCLEAR REGULATORY

'?t'.E AND ADDRESS OF COMMISSION

\\DDRESS LICENSED LICENSE _NUBnEBS QF_LICEN'iEE EAC11dIY R-81 Cintichem, Inc.

Cintichem, Inc.

SNM-639 Long Meadow Road Long Meadow Road Tuxedo, NY 10987 Tuxedo, NY 10987 l

6.

Decommissioning activities as used below refers to the l

activities required by 10 CFR Parts 50 and 70 for l

decommissioning of facility identified above.

l 7.

For value received from Cintichem and pursuant to the l

authcrity conferred upon the Guarantor by the unanimous

'he xecutive Committee of its Board of I

resolution of Directors, a certified copy of 4hich is attached, the I

l

4 Guarantor guarantees to the NRC that if the Licensee fails to perform the required decommissioning

\\

activities, as reyoired by Reactor Operator's License No.

R-81 and Special Nuclear Material License No.

SNM-639, the Guarantor shall:

(a) carry out the required activitias, p1 (b) set up a trust fund in favor of the

NRC, as beneficiary, in the amount of the current cost estir e for these activities.

8.

The Guarantor agrees to submit revised financial statements, financial test

data, and a

special auditor's report and reconciling schedule annually within 90 days of the close of the parent Guarantor's fiscal year.

I 9.

The Guarantor e'jrees that if, at the end of any fiscal i

year before termination of this guarantee, it fails to meet the financial test criteria, the Licensee shall send within 90 days of the end of the fiscal year, by certified mail, notice to the NRC that

c Licensee intends provide alternative financial assurance as specitied in 10 CFR parts 50.ad 70.

Within 120 days ts f

• e r the end of the fiscal year, the Guarantor shall establish such financial assurance if the Licenser-has not done so.

E

^~~

- - - - - _ ~ _ _ - -

~

10.

The Guarant.or also agrees to notify the beneficiary promptly if the owners!.ip of the Licensee or the parent firm is transferred and to maintain this guarantee until the new parent firm or the Licensee provides alternative financial assurance acceptable to the beneficiary.

11.

The Guarantor agrees that within 30 days after it determines that it no longer meets the financial test criteria or it is disc 11 owed from continuing as a

Guarantor for the facility under Reactor Operator's License No.

R-81 and Special Nuclear Material License No.

SNM-639, it shall establish an alternative financial assurance as specified in 10 CFR parts 50 and 70 as applicable, in the name of Licensee unless Licensee has done so.

12.

Ti.

Guarantor as wall as its successors and assigns agr to remain bound jointly and severally under this guarantee notwithstanding any or all of the following:

amendment or modification of Reactor Operator's License No.

R-81 and Special Nuclear Material License No.

SNM-639 issued to Licensee or NRC-approved

(

j --

decommissioning funding plan for Licensee's facility, the extension or reduction of the time of performance f

f of required activities, or any other modification or

(

alteration of an obligation of the Licensee pursuant to l

i 10 CFR Parts 50 or 70.

13.

The Guarantor agrees - that all bound parties shall be jointly and severally liable for all litigation costs incurred by-the beneficiary,

NRC, in any-success'ful effort to enforce the agreement against the Guarantor.

i 14.

The Guarantor agrees to remain bound under this-long as Licensee must comply with the guarantee for as applicable financial assurance requirements of 10 C a

-Parts 50 and 70, for the previously listed f acility, except that the Guarantor may cancel this quarantee by sending notice by certified mail to the NRC and tn

Licensee, such canc43ation to become effective no earlier than 120 days after receipt of such notice by both the NRC Licensee as evidenced by the return receipts.

-15.

The Guarantor agrees that if Licensee :f ails to provide alternative financial assurance es specified in 10 CFR

~

Parts 50- and 70, as applicable, and obtain written approval of such assurance from the NRC within 90 days af ter a

notice of cancellation by the Guarantor is l-received by both the NRC and Licensee from- _the the Guarantor shall provide such alternative Guarantor, finan61al ansprance in the name of Licensee or make l

full ptyrretnt under this guarantee.

l' t

l t

I l

m.

. 16.

The Guarantor expressly waives notice of acceptance of this guarantee by the NRC or by Licensee.-

The Guarantor also expressly waives notice of amendments.or modification of the decommissioning requirements and of amendments or modifications of the license.

17.

The Guarantor is not required to file financial coports with the U.S.

Securities and Exchange Commission

-("SEC").

Should Guarantor be required to file financial reports with the SEC prior to-the termination of this guarantee, then it shall promptly submit them to thn NRC during each year in which this guarantee is in effect and the Guarantor is required to make such filings.

I hereby certify that this guarantee is true and correct to the best of my knowledge.

Effectivt date:

October 15, 1990 IIOFF N -LA ROCHE IN.

b Dy:-

s Mart!in F. St9dler Senior Vice President Finance Sworn t.o before me this fMMay of October, 1990

.Z2(dLa v

- W N

Notary Public 2830C KhTHf.EEtj plidGOS NOTMY PbBilC OF, NEW JERSEY l?

My Commissl.opppkes 12/28/92

1 h Hoffmann-l.a Roche u s. w. w eit 340 Kingsland Street Notley New Jersey 071101199 David E. Alpert Assistant Secretary (701)734 2287 CERTIFICAT.LQH I,

David E.

Alpert, Assistant Secretary of Hoffmann-La Roche Inc.,

a New Jersey corporation, hereby certify that the resolution as attached was unanimously adopted by the Executive Committee of the Boa'd of Directors of said Corporation on r

Oc'cobe r 15, 1990, which Executive Committee has the authority of the Boarri of Directors, pursuant to the by-laws of the Corporation, to adopt said resolution.

IN WITNESS WHEREOF, I have set my hand and the seal of the Corporation this 17th day of October 1990.

David E. Alpdrt 1053c l

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RESOLVED, that the President, any Senior Vice President, any Vice President, the Secretary or the Treasurer be, and each of them hereby i s, authorized and directed to execute any and all documents providing a

Phrent Company Guarantee to the United States Nuclear Regulatory Commission ("NRC") in support of the Financial Assurance Plan of Cintichem, Inc.,

a wholly owned subsidiary of this Corporation, for the decommissioning of Cintichem's nuclear reactor and hot laboratory facilities located at its Tuxedo, New York facility pursuant to the rules-and regulations of the

NnC, and to execute such other agreements and instruments, and to perform all such other acts and

things, for and on behalf of the Corporation as may be advisable or proper in order to provide such Parent necessary, Company Guarantee, including the filing of an application and supporting affidavit requesting that the proprietary and confidential financial information contained in the Parent Company Guarantee be withheld and exempt from pablic disclosure by the NRC through its Public Document Room, under the Freedom of Information Act and otherwise.

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STANDBY TRUST AGREEMENT 1 RUST-AGREEMENT, the Agre vet entered into as of October 15, 1990 by and between Cintichem, Inc., ~. Delaware corporation, herein referred to the " Grantor, " and Swiss Bank Corporation, New York Branch, 10 East as50th Street, New York, New York 10022, the " Trustee."

WHEREAS, the U.S.

Nuclear Regulatory Comission ("NRC"), an agency of the United States Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974, has promulgated regulations in Title l', Chapter I of the Code of Federal Regulations, Pa rt s 50 and 70.

These regulations, applicable to the Grantor, require that a holder of, or an applicant for, a Part 50 and 70 license provide assurance that funds w'll be available when needed for required decomissioning activities.

WHEREAS, the Grantor has electea to use a Parent Company Guarantee, to provide all d such financial assurance for the facilities identified herein; and WHEREAS, when payment is necessary and made under the Parent Company Guarantee this standby trust shall be used for the receipt of such payment; and

/ NAS,

th-Gran'ar, act %) through its duly authorized of ficers, has ted th6 Jstee to oe the trustce under this Agreement, and the t rustee is willing to act as trustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:

Saction 1. Definitions. As used in this Agreement:

(a)

The term " Grantor" means the NRC licensee (Cintichem, Inc.)

who enters into this Agreement and any successors or assigns of the Grantor.

(b)

The term " Trustee" means the trustee who enter.s into this Agreement and any successor Trustee.

Section 2.

Costs of Decommissioning. This Agreement pertains to the costs of decommissioning the materials and activities identified in WRC License Numbers R-81 and SNM-639 issued pursuant to 10 CFR Parts 50 and 70 as shown in Schedule A.

The decommissioning costs are also intended to cover the decommissioning of facilities where byproduct material is licensed by New York, an agreement state.

Section 3.

Establishment of Fund. The Grantor and the Trustee hereby to establish a standby trust fund (the Fund) for the benefit of agree the NRC when payment becomes necessary and is made pursuant to the terms the Parent Company Guarantee. The Grantor and the Trustee intend ofthat no third party have access to the Fund except as provided herein.

_ Pay ~ men ts Constituting the fund.

Payments when made to the 4.

Section for the TiirTs aTi consTst"oTTa~5% securities, or other 1iquid T

Trustee assets (the " Property") acceptable to the Trustee.

The fund shall be established initially as consisting of Property which is acceptable to the Trustee.

Such Property and any other Property subsequently trans ferred to the Trustee are referred to as the " Fund " together with all earnings and profits thereon, less any payments or distributions The fund shall be held made by the Trustee oursuant to this Agreement.

by the Trustee, IN TRUST, as hereinafter provided.

The Trustee shall shall it undertake any responsibility for the not be responsible er amount of, or adequact of the Fund, nor any duty to collect from the Grantor, any payments n0cessary to discharge any liabilities of the Grantor established by the NRC.

The Payment for Required Activities Specified in the Plan.

Section 5.

TFustee shaTl make payments from the Tund to the (frantor upon

~

presentation to the Trustee of the following:

a.

A certificate duly executed by the Secretary of the Grantor attesting to the occurrence of the events, and in the form set forth in the attached Specimen Certificate, (attached hereto as Exhibit 1) and b.

A certificate attesting to the following conditions; (1) that decomissioning is proceeding pursuant to an NRC-approved plan.

(2) that the funds withdrawn will be expended for activities undertaken pursuant to that Plan, and (3) that the NRC has been given 30 days' prior notice of Cintichem, Inc 's intent to withdraw funds from the escrow fund.

No withdrawal from the fund can exceed 100 percent of the outstanding balance of the fund or $20,432,000 Dollars, whichever is greater, unless NRC approval is attached.

In the event of the Grantor's de f aul t or inability to direct activities, the Trustee shall make payments feam the decommissioning Fund as the NRC shall direct, in writing, to provide for the payment of The Trustee the costs of required activities covered by this Agreement.

shall reimburse the Grrntor or other persons as specified by the NRC frora the fund for expenditures for required activities in such amounts as the' N9C shall direct in writing.

In addition, the Trustee shall refund to the Grantor such amounts as the NRC specifies in writing.

Upon refund, such funds shall no longer constitute part of the Fund as defined herein.

Trust Management.

The Trustee shall invest and reinvest the Section 6. and income oFtlis fund and keep the Fund invested as a single pif5clpal fund, without distinction between principal and income, in accordance

with general investment policies and guidelines which the Grantor may communicate in writing to the Trustee from time to time, subject, however, to the provisions of this section.

In investing, reinvesting, exchanging, selling, and managing the Fund, the Trustee shall discharge its duties with respect to the Fund solely in the interest of the beneficiary end with the care, skill, pruden:e, and diligence under the circumstances then prevailing which persons of pruden 3, acting in a like capacity and familiar with such matters, would u v in the conduct of an enterprise of a like character and with like aims, g pt that_:

(a)

Securities or ather obligations of the Grantor, or any other owner or oper0 tor of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended (15 U.S.C.

80a-2(a)), shall not be acquired or held, unless they are securities or other obligations of the Federal or a State government; (b)

The Trustee is authorized to invest the fund in time or demand deposits of the Trustee; and (c) for a reasonable time, not to exceed 60 days, the Trustee is authorized to hold uninvested cash, awaiting investment or distribution, without liability for the payment of interest thereon.

Section 7.

Commingling and Investment.

The Trustee is expressly autlorized in Tis discretTon:

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(a)

To transfer from time to time any or all of the assets of the fund to any common, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and (b)

To purchase shares in any investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 at seq.),

that may be created, managed, underwritten, or including one to which investment advice is rendered, or the shares of which are sold by the Trustee.

The Trustee may vote such shares in its discretion.

Section 8.

E,xpress Powers of Trustee.

Without in any way limiting the powers and discretion coni" erred upon the Trustee by the other provisions by law, the Trustee is expressly authorized and of this Agreement or empowered:

(a)

To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale, as necessary for prudent management of the Fund; (b)

To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

(c)

To register any securities held in the Fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, to reinvest interest payments and funds from matured and redeemed instruments, to file proper forms concerning securities held in the Fund in a timely fashion with appropriate government agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee or such depository with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the U.S.

Government, or any agency or instrumeri ality thereof, t

with a Federal Reserve bank, but the books and records of the Trus tee shall at all times show that all such securities are part of the Fund; (d)

To deposit any cash in the Fund in interest-bearing accounts savings certifiestes issued by the Trustee, in maintained or its separate corporate capacity, or in any other banking institution af filiated with the Trustee; and (e)

To compromise or otherwise adjust all claims in favor of or against the Fund.

Section 9.

Taxes and Expenses.

All taxes of any kind that may be Tevied against or T6 respect of the Fund and all brokerage assessed or conmissions incurred by the Fund shall be paid fros the Fund.

All other expenses incurred by the Trustee in connecdon with the administration of this Trust, including fees for lepl services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all oth e proper charges and disbursements of the Trustee shall be paid from the Fund, Section 10.

Annual Valuation.

After payment has been made into this s tandby trust fund, the Trustee shall annually, at least 30 days before the anniversary date of receipt of payment into the standby trust fund, furnish to the Grantor and to the NRC a s 3tement confirming the value of the Trust.

Any securities in the Fund shall be valued at market value as of no more than 60 days before the anniversary date of the establishment of the Fund.

The failure of the Grantor to object in

[

l writing to the Trustee within 90 days af ter the statement has been l

furnished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, barring the grantor from asserting any l

claim or liability against the Trustee with respect to the matters disclosed in the statement.

Section 11.

Advice of Counsel.

The Trustee may from time to time consuTt with counse F with respect to any question arising as to the construction of this Agreement or any action to be taken h:.reunder.

The l

l Trustee shall be fully protected, to the extent permitted by law, in l

acting on the advice of counsel.

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1 bction 12.

Trus tee Compensation.

The Trustee shall be entitled to l

reasonabW compensation forlts services as agreed upon in writing with the Grantor. (See Schedule B.)

Section 13.

Successor Trustee.

Upon 90 days notice to the NRC, the Trustee may resign; upon 96 days notice to NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a successor Trustee and this successor accepts the appointment.

The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the Trustee the funds and properties then constituting the Fund.

successor If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions.

The successor Trustee shall specify the date on which it assumes administration of the trust in a writing sent to the Grantor, the NRC and the present Trustee by certified mail 10 days before such becomes effective.

Any expenses incurred by the Trustee as a change result of any of the acts contemplated by this section shall be paid as provided in Section 9.

Section 14.

Instructions to___the Trustee.

All orders, requests, and Tnstructions by the Grantor to the Trustee shall be in writing, signed by such persons as are signatories

'o this agreement or such other designees as the Grantor may designate li, writing.

The Trustee shall be fully protected in acting without inquiry in accnrdance with the grantor's orders, requests, and instructions.

If the NRC issues orders, requests, or instructions to the Trustee these shall be in writing, their designees, and the Trustee shall act and signed by the DRC or shall be fully protected in acting in accordance with such orders, requests, and irstructions.

The Trustee shall have the right to assume, in the absente of written notice to the contrary, that no event constituting. change or a termination of the authority of any person to on behalf of the Grantor or the NRC hereunder has occurred.

The

1. act Trustee shall have no duty to act in the absence of such orders, requests, and instruction from the Grantor and/or the NRC except as provided for herein.

Section 15.

Amendment of Agreement. This Agreement may be amended by Instrument in writing executed by the Grantor, the Trustee and the anNPC or by the Trustee and the NRC if the Grantor ceases to exist.

Section 16.

I rrevocabili ty and Terpination_.

Subject to the right of the parties to amend this79reement as provided in Section 15, this trust shall be irrevocable and shall continue until tenainated at the written agreement of the Grantor, the Trustee, and ti e NRC, or by the Trustee and the NRC if the Grantcr ceases to exist.

Upon termination of the trust, all remaining trust property, less final trust administration expenses, shall be delivered to the Grantor or its successor.

Section 17.

Iramunity and Indemnification.

The Trustee shall not incur personsNa'ility of any nature in connection with any act or omission, made in gor j faith, in the administration of this trust, or in carrying out any

.irections by the Grantor or the NRC issued in accordance with this Agr;ement.

The Trustee shall be indemnified and saved harmless by the Grattor or from the trust fund, or both, from and against any personal liabili ty to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonedly incurred in its defense in the event the Grantor fails to provide such defense.

Section 18.

This Agreement shall be administered,

construed, and enforced according to the laws of the State of New York.

Agreement, words~ Interpretation and Severability.

As used in this Section 19.

in the sfiigBar include the plural and words in the plural include the singular.

The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of thi s Agreement, if any part of this agreement is invalid, it shall not affect the remaining provisions which will remain valid and l

enforceable.

IN WITNESS WHEREOF the parties have caused this Agreement tt be executed by the respective officers duly authorized and the Grantor's corporate seal to be hereunto affixed and attested as of the date first written above.

ATTEST:

CINTIC E JN,

s By:

M,, :, > - _

a

Title:

r asurer By:

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Title:

Asst. Treasurer ntroller

[ Seal]

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SW;SS BANK CORPQPA)I 2 l

By:

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Title:

vice resident i

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By:

Tit 1e:

bSSirTAur VICE IYf5/blAC

Exhibit 1 Specimen Certificate of Events Swiss Bank Corporation New York Branch 10 East 50th Street New York, New York 10022 Attention:

Trust Division Gentlemen:

In accordance with the terms of the Standby Trust Agreement with Secretary of you dated Octobw 15,

1990, I,

Ciritichem, Inc.

hereby certify that the following events have occurred:

1.

Cintichem, Inc. is rcquired to commence the deconinissioning of its facility located at 1.ong Meadow Road, Tuxedo, NY 10987 (hereinafter called the Decommissioning).

7 2.

The plans and procedures for the conmencement and conduct of the Deconunissioning have been approved by the United States Nuclear Regulatory Corrmission, or its successor, on (copy of approval attMhed).

3.

The Board of Directors of Cinti4 hem, 'nc. Ias adopted the attached resolution authorizing che connencoment of the Deconmissioning, k

Secretary of Cintichem. Inc.

Date

c - e.

SCHEDULE A l

This Agreement demonstrates financial assurance for the following cost estimates for the following licensed activities-l U.S. N:JCLEAR

'NAME AND ADDRESS REGULATORY ADDRESS ADDRESS OF COST ESTIMATES FOR REGULAT0RY COMMISSION OF LICENSED ASSURANCES DEMONSTRATED BY LICENSE NUMBER LICENSEE AC_TIVITY THIS AGREEMENT R-81 Cintichem Inc.

Cintichem Inc.

SNM-639 Long Meadow Road Iong Meadow Road

$20,482,000*

Tuxedo, NY

';reda, NY 10987 104"~

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• The Cost ect! mote is 'ncluded as part of the " Decommissioning Plan for l

Cintichem, Inc. Reseert5 Reacto~. and Radiochemical Processing Laboratory" filed with tiic U.S. Nuclear Regulatory Commission on or about October 18, 1990. The Decommissioning cost estimate is also intended to cover. decommissioning of facilities where by product material is licensed by New York, an agreement state.

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SCHEDULE B L

Trustee Fee:

$250 establishment fee, payable upon execution of the Standby Tru:t Agreement; Grantor shall pay Swiss Bank Corporation such reasonable fees for its services as l

Trustee under the Trust Agreement dated as of October 15, 1990 relating to the letter of Credit as Swiss Bank Corporatior shall from time to time specify.

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ACKNOWLEDGEMENT State of New Jersey

)

)

County of Essex

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On this 15th day of October, 1990, before me personally came William Hennrich aad John Taylor to me known, who being duly sworn, did depose and say that they have an office 6t A0 Kr.;;sland Street, Nutley, New Jeruey 07110, that they are, respectivsly, Treasurer and Assistant Treasurer and Controller of the Grar. tor, the corporation described in and which executed the Trust Agreement in accordance with regulations issued under the authority of the U.

S.

Nuclear Regulatory Commission; that he knows the seal of said corporation; that the seal af fixed to such instruments is such corporate seal; that it was so af fixed by order -of the Board of Directors of said' corporation, and that they signed their names therete by like ordet.

Q$ ib!ne-,a h 2afj%<&

(Notary public) j KATHLEEN 01?.7/3 NOTMY PU:UC OF N?N J:*:-

My Commission Exp;res 12/20/32 i

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ACKNONLEDGEMENT State of New York

)

)

County of New York

)

On this 15th day of October,

1990, before me personally came Rdo ~J e noJ and Georg_W to m Lcdsa, to me

known, who, being by me duly sworn,- did depose and say that they have an office at 10 East 50th Street, New York, New York; that they

are, respectively a \\lic e._ P,* u cie nt and abhad %2 of Swiss Bank Corporation, New York

Branch, the corporation described in and which executed the above instrument; and that they signed their names thereto by order of the Board of Directors of said corporation.

(2Aa un _$

uns J (Notary ~P blic)

PATRK% A.SQUASOM c

l-1017c Netary Public. State of New York No. 3149145E2 Now York County Term Expires January 11,1992 l