ML20056A018

Trust Agreements

ML20056A018
Person / Time
Site:	Saxton File:GPU Nuclear icon.png
Issue date:	07/26/1990
From:	Cindy Montgomery GENERAL PUBLIC UTILITIES CORP.
To:
Shared Package
ML20055H910	List: ML20056A002 ML20056A009 ML20056A018
References
NUDOCS 9008030083
Download: ML20056A018 (44)

Text

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ATTAC MENT 7 SAXTON TRUST AGREEMENTS:

MET-ED/PENELEC NON-QUALIFIED TRUST DATED 4/27/83 JCP&L NON-QUALIFIED TRUST DATED 10/31/85 MET-ED/PENELEC/JCP&L QUALIFIED TRUST DATED 3/11/88 i

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b THIS INDENTURE, dated as of the 27th day of j L April , 1983, between SAXTON' NUCLEAR EXPERlMENTAL COR--

i P0 RATION ("Saxton"), a non-profit corporation duly organized I and existing under the laws of the Concenwealth of Pennsylvania, u

I having its registered office at 2800 Pottsville Pike,'

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I' Muhlenberg Township, Berks County, Pennsylvania, party of the first part, and HAMILTON BANK, a corporation duly i

organized and' existing under +'.ie laws of the Commonwealth  :

of Pennsylvania (the "Trsstee"), having an office at 515 Penn- l Street, Reading, Pennsylvania, party of the second part. .

WHEREAS, Saxton owns and maintains the Saxton Nuclear Experimental Tacility (the "Saxton Pacility")

' located'in Liberty Township, Bedford County, Pennsylvania; ,

and WHEREAS, the Saxton Pacility was partially dis- i mantledffollowing its final shutdown (after ten years-of operation) on May 1, 1972; and  !

WHEREAS, the outstanding capital stock of Saxton is owned by' METROPOLITAN EDISON COMPANY, a corporation duly

, organized and existing under the laws of the Commonwealth of ,

Pennsylvania, having its registered Slfice at 2800 Pottsville Pike, Muhlenberg Township, Berks County, Pennsylvania (which owns 32% of such stock), PENNSYLVANIA ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its registered 4

office at 1001 Broad Street, Johnstown, Cambria County, l Pennsylvania (which owns 24% of such stock) and JERSEY CENTRAL POWER 6 LIGHT COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey, having its registered office at Madison Avenue at Punch Bowl Road, Morristown, Morris County, New Jersey (which owns 44%

of such stock), these companies being hereinafter collec-tively referred to as the "Saxton Owners"; and WHEREAS, Saxton desires to establish a trust to make provision for the payment of the costs of completing the decommissioning of the Saxton racility, through the payment into said trust by one or more of the Saxton Owners of their respective ownership shares of such costs, each Saxton Owner making payments into such trust being herein-after referred to as a " Contributing Company";

WHEREAS, all conditions and requirements necessary to make this Indenture a valid and binding legal instrument, in accordance with ita terms and for the purposes herein i

expressed, have been performed and fulfilled and the exe-cution and delivery hereof have been duly authorized:

NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in I

consideration of the covenants herein contained, Saxton j hereby covenants and agrees with the Trustee, as follows:

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Article 1.

Nature and Duration of the Trust

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- '3-Section 1.01. The within trust is hereby estab-lished in order to provide, through' payments into such trust I by one or more of the Saxton Owners in accordance with the r provisions of Article.II~ hereof, for the payment of costs

f. associated with completion of the decommissioning of the Saxton racility, including the further dismantlement in l

whole or in part of the said facility and the disposal-of the component parts thereof in a manner not inimical to the i

health and safety of'the public, in accordance with the statutory and regulatory requirements applicable to such decommissioning, i Section 1.02. The term of the within trust shall extend until all of the funds contributed to the trust and all earnings thereon accumulated by the trust shall have been paid out in accordance with the provisions of Article III hereof. Upon such payment by the Trustee of the last of the funds in the trust in accordance'with the provisions of Article III hereof, the trust shall terminate.

Article II.

Payments Into the Trust; Trust Purposes e

Section 2.01. Each Saxton Owner which desires to become a Contributing Company hereunder shall file with the Trustec a duly executed declaration of its intention to participate hereunder, in the form attached-hereto as Attach-ment A. Thercafter, such Contributing Company may make payments into the trust, and in such events the Trustee shall acknowledge receipt of such payments and, in such i

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acknowledgment, advise the Contributing Company that the t

l funds so received by it will irrevocably be held, invested and disbursed in accordance with the terms of this Indenture.

Section 2.02. It is the express purpose and intent of.the within trust that the respective payments made >

and to be made into the trust and all earnings accumulated and to be accumulated thereon shall be utilized exclusively for the payment of (a) the Contributing Companies' respec-tive shares of the total costs incurred by Saxton for the decommissioning of the Saxton Facility and (b) possible refunds to customers of Contributing Companies (in such manner as the rate regulatory agencies governing the Con-tributing Companies or any other governmental agency having jurisdiction in the premises may direct) of any trust funds paid in by the respective Contributing Companies but not required to pay, or to make provision for the payment of, the decommissioning costs of the Saxton Facility; and that, s

except as hereinafter provided under Article III hereof, none of such funds shall be subject to any power of Saxton or of the Contributing Companies, or their respective successors and assigns, to acquire, assign, transfer,

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i pledge, hypothecate or dispose of the said funds in any manner, nor be subject to attachment, garnishment, execution or otherwise for the benefit of creditors of Saxton or of any of the Contributing Companies.

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' 5-Article III.

i Payments'by the Trustee Section 3.01. No funds'shall be paid out of the trust except upon the presentation to ths' Trustee by Saxton -

of a certificate, signed by its President or a Vice President and its Treasurer or its Comptroller, requesting payment of such funds. ,

Section 3.02. Any certificate with respect to pay- i ment to or on behalf of Saxton for decommissioning costs there- ,

tofore incurred or expended shall include the following (a) A statement that the Saxton racility is in the process'of being decommissioned; (b) A brief identification of the work performed,-

services rendered and materials and labor expended.in  ;

connection with the decommissioning of such facility which gave rise to the costs for which payment is ,  ;

requested, and. identification of the company or'other '

entity which actually performed each of th. foregoing  :

decommissioning activities; (c) A statement that such costs have not there-tofore.been the subject of payment out of funds of the.

i trust; and that such payment will'not be in excess of the Contributing Companies' respective ownership shares i of such costs; and  ;

(d) If any portion of such funds is to be paid by the Trustee directly to any other company or entity e .

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' hereinabove identified in subparagraph (b), specific  ;

instructions naming the company or organization to whom I such direct payment is to be made by the Trustee, and designating the exact amount to be so paid.

Section 3.03. In no event shall the Trustee  !

permit a payment of a Contributing Company's share of de-

commissioning costs which is in excess of amounts paid into the trust by such Contributing Company, i

Section 3.04. Any certificate with respect to j reimbursement to a Contributing Company for refunds to be-made or theretofore made by it to customers of funds pre- ,

viously collected from its customers and paid into the within trust shall include the following:

(a) a statement of the circumstances giving rise to the payment of such refund; (b) a statement of the amount of such refunds, and (c) a statement that such refunds have not-there- l tofore been the subject of reimbursement out of the funds of the trust, e- Article IV.

Concerning the Trustee Section 4.01. The Trustee hereby accepts the '

trust created hereunder. The-Trustee agrees that it shall use the same degree of care and skill in the execution by it of the rights and powers vested in it by this Indenture as

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-persons-of prudence, discretion and intelligence would exercise unoer the circumstances in the conduct of their own affairs.

Section 4.02. The Trustee shall hold, invest and reinvest the funds delivered to it hereunder and shall

[ accumulatet invest and reinvest the trust income hereunder, t

Section 4.03. The Trustee shall invest and e reinvest the funds delivered to it hereunder and the income thereon in securities issued by the Commonwealth of Pennsyl-vania, its polities 1 subdivisions, agencies and authorities which are lega1' investments under Pennsylvania law for t

savings banks, as the' Trustee may, from time to time, determine. The Trustee may also invest in such other securities as may be authorized by rate regulatory agencies ,

governing the Contributing Companies or such other govern-montal agencies having jurisdiction in the premises, which authorization shall-be conclusively evidenced by delivery by Saxton to the Trustee of a signed or certified copy of the v order or other document setting forth such authorization.

Pending'the making of such investments, the Trustee

.may deposit any amounts held by it hereunder in interest-bearing accounts or certificates of any commercial bank or l banks having a capital and surplus not less than $40,000,000.

Section 4.04. Saxton agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to

' receive,_ reasonable compensation for services rendered by it

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[ in the execution of the truct hereunder. Under no circum- j p

stances, however, shall.the assets-of the truct be subject-  !

to claims of the Trustee for compensation or expenses; the  ;

Trustee shall look solely to Saxton or its successors and {

S assigns, for payment thereof, t Section 4.05. The Trustee shall keep true and-  ;

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i correct books of account with respect to the trust funds and k:

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F investments, which books of account shall at all reasonable times-be'open to inspection by Saxton, the-Contributing  :

Companies, their respective regulating agencies, or any i 'other governmental agency having jurisdiction in-the premises. <

On or before the first day of March of each year, commencing l on March 1, 1984, the Trustee shall furnish to Saxton and to each of the Contributing Companies a detailed statement showing, with respect to the preceding calendar year, the

'balan:o of assets on hand at the beginning of such year, all receipts and investment transactions which took place during i

such year, all disbursements, if any, made during such year in accordance with Article III hereof and the balance of-assets on hand at the end of such year. j Section 4.06. The Trustee, upon receipt of docu-ments furnished to it by Saxton pursuant to-the provisions of the Indenture, shall examine the same to determine whether they' conform to the requirements hereof. The Trustee acting in good faith may conclusively rely, as to the truth Of statements and the correctness of opinions expressed therein, upon certificates conforming to the ,

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requirements of this' Indenture. In the event that the Trustee in the administration of the trust hereunder, shall deem it j t necessary'or_ desirable that a matter be proved or established .i prior to taking or suffering any action hereunder, such  !

matter (unless evidence in respect thereof is otherwise specifically prescribed hereunder) may be deemed by the d

'- Trustee to be conclusively proved or established by a certi-ficate signed by the President or Vice President and the ,

Treasurer or Comptroller of Saxton and delivered to the Trustee. j Section 4.07. The Trustee may resign at any-time l upon thirty (30) days' prior written notification to Saxton.

e Saxton may remove'the Trustee at any time upon thirty (30)  ;

days' prior written notification to the Trustee. In the

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event that the Trustee shall be adjudged bankrupt or in- -

solvent, a vacancy shall thereupon be deemed to exist in the  !

office of Trustee and a successor shall thereupon be ap-pointed by Saxton. Any' successor Trustee appointed here-under shall execute, acknowledge and deliver to Saxton an I appropriate written instrument accepting such appointment hereunder,~ subject to all the terms and conditions hereof, and thereupon such successor Trustee shall become fully  !

vested with all the rights, powers, trusts, duties and [

obligations of its predecessor trustee hereunder, with like effect as if originally named as Trustee hereunder. The predecessor Trustee shall upon written request of Saxton deliver to the successor Trustee all such instruments and -

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perform such other acts as may be required c . be desirable  !

to vest and confirm in said successor Trustee all right, title -l t r

[ and interest in the res of the trust to which it cucceeds. [

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Section 4.08 Any corporation-into which the i

/ Trustee may-be merged or with which it may be consolidated,

{ or any corporation resulting from any merger or consolida-tion to which the Trustee shall be a party, or any corpor- l g

l ation to which.the corporate trust functions of the Trustee p may be transferred, shall be the successor Trustee under c

this Indenture, without the necessity ofJexecuting or filing F

any additional acceptance of this trust or the performance of any further act on the part of any other parties heretot provided, however, that the Trustee hereunder shall at all times be a bank or truct company having its regictered ,

i office and principal place of business in the Commonwealth of Pennsylvania and which is authorized under the laws of

.said Commonwealth to exercise corporate trust powers subject ,

to supervision or examination by Federal or Commonwealth  !

authorities.

i Article V.

Amendments ,'

This Indenture may be amended from time to time by Saxton in such manner as shall not be inconsistent with any orders or regulations of rate regulatory agencies governing the Contributing Companies or other governmental agencies having jurisdiction in the premises; provided, however,-that ,

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e t-no' amendment shall be.made which would allow any portion of  ;

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the. trust Lssets to be paid or disbursed other than for

-decommissioning purposes or as refunds to customers of Con- '!

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H tributing Companies of funds not utilized hereunder, in each i it case in accordance with all applicable' statutory and regu-L t latory. requirements.  ;

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. Article VI.

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Miscellaneous Section 6.01. All covenants and agreements in this Indenture shall be binding upon and inure to the

benefit of the respective parties hereto, their successors

(' and assigns. In the event that any Contributing Company L shall transfer any or all of its interest in Saxton, the .,

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transferee of such interest shall succeed to such Company's rights and obligations hereunder with respect.to the interest transferred upon-its execution of an instrument satisfactory ,

O inLform and substance to the Trustee confirming its succession.  :

Section 6.02. Written notices hereunder shall be deemed to have been given to a party hereto if delivered or mailed to such party at the registered office of such party.

Section 6.03. This Indenture has been concluded within, and shall be construed in accordance with the laws of, the Commonwealth of Pennsylvania.

Section 6.04. This Indenture shall be simul-taneously executed in several counterparts, and all such

, L counterparts executed and delivered, each as an original, shall constitute but one and the sa.te instrument.

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IN WITNESS WHEREOF, Saxton Nuclear Experimental Corporation, the party of the first part, has caused this i Indenture to be signed in its corporate name by its President or its Vice President, and its corporate seal to be affixed i

hereunto, and the same to be attested by its Secretary, and Hamilton Bank, the party of the second part, has caused this Indenture to be signed in its corporate name by its President ,

or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or one of its Ar,sistant Secretaries, all as of the day and  !

year firse above written.

i SAX"ON NUCLEAR EXPERIMENTAL CORPORATION 1

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Prebident >

Attes o/Lr Secretary L '

HAMILTON BANK W4E Presiden%

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J i 'Tc Hamilton Bank: l WHEREAS, under the terms of a ecrtain Indenture e

dated as of April 27 , 1983, between Saxton Nuclear.Experi-  !

' 1 mental-Corporation ("Saxton"), and Hamilton Bank, Trustee, a ,

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trust was established to make provision for the payment of,  :

p 1 the costs of completing the decommissioning of the Saxton  ;

t Nuclear Experimental Pacility. through the payment into said  :

trust by one or more of the owners of Saxton of their respec-

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l tive ownership _ shares of such costs.

NOW THIS DECLARATION WITNESSETH that the under-signed, Metropolitan Edison Company, which owns 32% of the outstanding capital stock of Saxton,: hereby declares ~ its intention to make periodic payments into said trust, in such amounts as from time to time may be authorized by the regu-

' latory agencies having jurisdiction in.the premises, it being understood and agreed that the funds so received by the Trustee, shall irrevocably be held, invested _and disbursed in accordance with the terms of_the subject Indenture.

IN WITNESS WHEREOF, Metropolitan Edison Company,  ;

. intending by the execution hereof to be legally bound hereby, has caused this Declaration to be duly executed and ackno1 wedged and its corporate seal to be affixed this 9th I

, day of May , 19 83. '

METR 0p0LITAN EDISON COMPANY

-i By //4 Attest: " President l i Secretary:

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E, To Hamilton Bank:

I L WHEREAS, under the terms of a certain Indenture dated as of - April 27, 1983, between Saxton Nuclear:Experi-mental Corporation ("Saxton"), and Hamilton Bank, Trustee, a h trust was established to make provision for the paymentoof Ip the costs of completing the decommissioning of the'Saxton

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Nuclear-Experimental racility, through the payment into said trust by one or more of the owners of Saxton of their respec-tive ownership shares of such costs.

NOW THIS DECLARATION WITNESSETH that the under-signed, Pennsylvania Electric Company, which owns 24% of the outstanding capital stock of Saxton, hereby declares'its intention to make periodic payments into said trust, in such

. amounts as from time to time may be authorized by the regu--

latory agencies having jurisdiction in the premises, it being understood and agreed that-the funds so r><ccived by the Trustee, shall irrevocably be held, invested and disbursed in accordance with the terms of the subject Indenture.

IN WITNESS WHERE0T, Pennsylvania Electric' Company, intending by the execution hereof to be legally bound hereby, has caused this Declaration-to be duly executed and acknolwedged and its corporate seal to be affixed this 27th j day of April , 1983 PENNSYLVANIA ELECTRIC COMPANY  !

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By / th/d//

Vici President'

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To Hamilton Banha UMenEAs, undes the t e t te n of a certain Indenture datei ne of April 27, 19E3, betweets Baxtori Nuclear Experimental Catporation ("Saxton"), and !!am i l ton Bank, Traston, a trust was established to make provinion for t her payment of the eunts of completing the decommissioning of t, h e Saxton Nuclear Experimental Paeility, through the payment into unid trust by one or nnre of the owners of Saxton of their tewpective ownernhip sharns of such costs.

NOW THIS DECLARATION WITNESSETH that the un d e r s i gn e ct ,

Jersey Central Power & Light Company, which owns 44% of t h t=

ou t s t. a n d i rig capital stock of S a n t. on , her.cby declaren its intentinn en make periodic payments into said truut, in auch .j amounts an from time to time may be authat leed by the regulatory agencies having jurisdiction in the promises, it i being und o r s t ond and agreed that the funds wo tweelved by the Truntee, shall irrevocably bu huld, invuuted and disbursed in accordance wtth thu terms of the subject Indenture.

f IN WITNESS WHEREOF, Jersey Central Power & Light Comenny, intending by the execution hereof to be legally buund hereby, has caused this Declaration to bo duly executed and i b

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, _ .o. i acknowledged and i ts corporate seal to be affixed thin 31st day of October , 198S.

JERSEY CENTRAL POWER N LIGHT COMPANY O

g Vice President Attest

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.A.nnantant secretary 4

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INDENTURE, dated as of the 11th day of March, 1988, between SAXTON NUCLEAR EXPERIMENTAL CORPORATION, a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at J 100 Interpace Parkway, Parsippany, New Jersey-("Saxton"), and HAMILTON BANK, a corporation duly organized W. existing under g, the laws of the Commonwealth of Pennsylvania (the " Trustee"),

having an _of fice at 51 5 Penn Street, Reading, Pennsylvania.

MiEREAS, Saxtc+ ;cwns and maintains the Saxton Experi-mental Nuclear Generati ag Station.(the "Saxton Facility"),

' located in Saxton, Pennsylvania and is not engaged-in the trade or business of the Eurnishing or sale of electric energy; and WHEREAS, the outstanding capital stock of Saxton is owned by METROPOLITAN EDISON COMPANY, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its registered of fice at 2800 Pottsville Pike, Muhlenberg Township, Berks County, Pennsylvania (" Met-Ed") (which owns 32% of such stock), PENNSYLVANIA ELECTRIC COMPANY, a corporation duly organized and existing under the s- laws of the Commonwealth of Pennsylvania, having its registered office at 1001 Broad Street, Johnstown, Cambria County, Penn-sylvania ("Penelec") (which owns 24% of such stock) and JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey, having its registered of fice at Madison Avenue at Punch Bowl Road , Morris-

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town , . - Mo r r i s County, New Jersey ( "JC P& L" ) (which owns 44% of' such stock), these companie s being he reina f te r collectively 4

referred to as the "Saxton Owners"; and WHEREAS, each of the Saxton Owners desires to estab-lish and maintain a separate fund qualifying as a Nuclear p Decommissioning Fund ("NDF") within the meaning of Section 468A of the Internal Revenue Code of 1986 (the " Code") and the i regulations issued thereunder (the " Regulations") wi' h respect to the interest it has in the Saxton Facility by virtue of its ownership of stock of Saxton; and WHEREAS, the Saxton Owners have not established and do not maintain any other NDPs with respect to their respective interesta in the Saxton Pacility; and WHEREAS, Saxton and the Saxton Owners desire to establish a trust within which funds qualifying as NDFs may be maintained, and; I WHEREAS, all conditions and requirements necessary.to make this Indenture a valid and binding legal instrument, in.

, accordance with its terms and for the purposes herein ex-pressed, have been performed and fulfilled and the execution and delivery hereof have been duly authorized; 1

l NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That .in consideration of the covenants herein contained, j

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-Saxton, intending to be legally bound, _ hereby covenants and J T agrees _with the Trustee, as follows:

1 Article I

. Nature and Duration of the Trust-Section 1.01. A trust is hereby established (the

" Trust") in order to make provision for. the payment of expenses associated with the decommissioning of the Saxton Facility.

Section 1. 0 2 . . The term of the Trust shall extend until all of the assets of each Fund shall have been paid out-or distributed in accordance with the provisions hereof. Upon such payment by the Trustee of the last of the funds in the Trust in accordance with the provisions hereof, the Trust shall terminate. It is understood, however, that depending upon the level of funding of the Trust and the method or methods of decommissioning- of the Saxton Facility authorized by the cognizant regulatory agency or agencies and utilized by Saxton the term of the Trust may extend for an indefinite period in order to provide for payment of continuing decommissioning expenses of the Saxton facility.

Article II Establishment of Funds; Trust Purposes Section 2.01. There are hereby created the following separate funds within the Trust:

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-t (a) Met-Ed NDP for the Saxton Facility

( b)- Penel'ec NDF for the Saxton Facility

'( c) JCP&L NDP for the Saxton Facility These funds are referred to hereinaf ter individually as - a "Pund" and collectively as the " Funds".

Section 2.02. -Each Fund shall consist of the amounts contributed thereto by or on behalf the respective Saxton Owner together with the Trust earnings on such contri-buted amounts less any distributions or other payments from such Fund.

Section'2.03. The assets of each Fund maintained' under the Trust shall be used exclusively for the following purposes:

(a) to pay, in whole or in part, the Fund's share of the decommissioning costs (as defined in S 1.468A-1(b)(5) -l of the Regulations) of the Saxton Facility; and l (b) to the extent that assets of the Fund are not l

currently' required for the purposes described in Sections 2.03(a) and (b), to invest such assets in Investment Obligations, as provided in yetion 5.01.

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Except. as provided in this Section 2.03 and Articles III and IV hereof, the assets of the Trust shall not be subject to any 'l l

power of Saxton or of any of the Saxton Owners, or their respective successors and assigns, to acquire, assign, trans-4-

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fer , pledge, hypothecate or dispose of any of such assets in any manner, nor be subject to attachment, garnishment, execu-tion or otherwise for the benefit of creditors of Saxton or of any of the Saxton Owners.

Article III Contributions,' Withdrawals and Distributions Section 3.01. Each Saxton Owner which. desires to contribute to its respective Fund shall file with the Trustee a duly executed declaration of its intention to do so in the form attached hereto as Attachment A. Thereafter,-each Saxton Owner which has filed such a declaration may make payments, or cause payments to be made in its behalf, into its' respective i

Fund, and in such events the Trustee shall acknowbdge receipt  ;

i of such payments and, in such acknowledgment, advise the contributing Saxton owner that the funds so received will ,

i irrevocably be held, invested and disbursed in accordance with the- terms of this Indenture. j Section 3.02. A contribution may be made by or on i

behalf of a Saxton owner to the Fund maintained for it under 1 this Trust only to the extent a deduction is allowed for such  :

contribution under Section 468A of the code and S 1.468A-2(a).  !

l of the Regulations. All contrib'utions to a Fund maintained )

hereunder shall be in the form of cash, except to the extent that contributions in the form of property other than cash is .

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permitted under Section 468A of the Code and the Regulations issued thereunder. l 1

\i lL Section 3.03. Notwithstanding any provision herein to the contrary, amounts may be withd rawn by, or ' distributed -

to,-a Se.xton Owner from the Fund maintained for it hereunder, under the following circumstances:

- ( a). Upon a Saxton Owner's written request filed with-the Trustee, such Saxton Owner may at any time withdraw any amount from its Fund, to the extent such amount 'I constitutes an " excess contribution" as defined in Section 5 1.468A-5(c)(2)(ii) of the Regulations, provided, that  ;

all approvals required to be given for such withdrawal l

j by regulatory agencies having jurisdiction in the premises  ;

I shall have been obtained.

i (b) In the event that a Fund becomes disqualified , j in whole or in part, as an NDF pursuant to S1.468A-5(c)(1) of the Regulations, the Trustee shall distribute from such >

Fund to the applicable Saxton Owner such amounts as the Saxton ' Owner may request in a written notice delivered to the Trustee, provided, however, that amounts may be so distributed only if (1) such amounts do not exceed the amounts that the Saxton Cwner is required to include in its gross income pursuant to 5 1.468A-5(c)(3) of the Regulations as a result of such disqualification and (ii) all approvals required to be given for such distribution l by regulatory agencies having jurisdiction in the premises have been obtained.

l (c) In the event that a Fund is treated under 5 1.468A-5(d)(1) as having terminated because of the sub- l 1

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stantial completion of the decommissioning of' the Saxton Facility, the Trustee shall distribute from such Fund to the applicable Saxton Owner suchf amounts as the Saxton Owner mayL request in a written notice delivered to the Trustee, prov 3v6, ' however , that = amounts may be- so dis-tributed only l.f all approvals required to be given ~ for . i

.such distributi>n by regulatory agencies having jurisdic-tion in the premises have been obtained.

(d) If a Saxton Owner is required by any regulatory agency'to refund to its customers amounts previously collected from such customers and contributed to the Fund maintained hereunder for such Saxton owner, such Saxton owner may, upon written notice delivered to the Trustee, withdraw from its Fund an amount equal - to the refunds .to be made or theretofore made by the Saxton Owner, provided, however, that amounts ~ may be so withdrawn only if such withd rawal will not cause the ' Saxton Owner's Fund to become-disqualified, in whole or in part, pursuant to S 1.468A-6(c)(1) of the Regulations.

Section 3.04. If, after completion of the decommis - 1 sioning of the Saxton Facility,.any assets remain in any Fund, the assets se cemaining shall be disposed of in such manner as the regulatory agency or agencies having jurisdiction in the premises shall direct, or, if no such direction shall be issued by such agency or agencies, as the Saxton owner for which such Fund is maintained hereunder may direct.

s Article IV 1

Payments by the Trustee l-l1 Section 4.01. No amounts shall be paid out. or i distributed from the Trust at any time except upon the present-ation by Saxton to the Trustee of a certificate of Saxton, signed by its President or one-of its Vice Presidents and its Treasurer or Comptroller, requesting such-payment.

Section 4.02. Any certificate with respect to payment to or on behalf of Saxton or any Saxton Owner for decommissioning costs theretofore incurred or expended shall include the following:

1 L (a) A statement that the Saxton Facility . is in the l

process of being decommissioned; (b) A brief identification of the work performed ,

L l services rendered and materials and labor expended in 1

connection with the decommissioning of such facility which gave rise to the costs for which payment is requested, and l-l identification of the company or other entity which ,

actually performed each of the foregoing decommissioning

. activities; I (c) A statement that such costs have not theretofore been the subject of payment out of funds of the trust; l

(d) A statement indicating out of which Fund or l Funds the pt:yment , or designated portions thereof, shall

( be made and stating that the payments so requested 8-

, d do-not exceed the respective Saxton Owner 's share of' the total decommissioning costs for which ; payment is being requested; _.and J (e) If any portion of such payment is to be paid by the . Trustee directly to any other company or entity- f hereinabove identified in subparagraph (b), specific -

instructions naming the company or organization to whom such direct payment is~to be made by the-Trustee, and designating the exact amount-to be so paid.

i Section 4.03. Any certificate with respect to reimbursement to Saxton Owner for refunds to be made or theretofore made by it to , its customers of funds previously-collected from its customers and paid into the within trust shall include the following : '

(a) a statement of the circumstances giving rise to the. payment of such refunds; i

(b) a statement of the amount of,such refunds; y (c) a statement that such refunds have not thereto-fore been the subject of reimbursement out of the funds of the trust; and

, (d) a statement that the condition for making such reimbursement referred to in Section 3.03(d) has been met.

Section 4.04. A certificate with respect to the l l

withdrawal, distribution or other disposition of funds pursuant l

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t w to . Sections - 3. 04 (a) , (b) or.(c)_or Section -3.04 shall include

- . I the following: l (a)- a statement describing the circumstances for.

l such withdrawal, distribution ' or other disposition; I l

(b) in the case of a withc'rawal' or distribution- j pursuant to Section 3.03(a), (b) or ( c) , -a statement of

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the amount to be withdrawn or distributed, and a statement that any applicable condition for making such withdrawal i

or distribution referred to in such Section has been  !

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1 (c) in the case of a disposition of funds pursuant .

I to Section 3.04, (i) a statement' describing each intended 4

recipient of payment from the' Trust and the amount to be ,{

paid to each such recipient, (11) a stacament that the i

decommissioning of the Saxton _ Facility 'is - comp 16tc , and j (iii) a statement that all regulatory and governmental f

'l authorization or approvals required for the.: requested .;

disposition have been obtained. j Article IV Concerning the Trustee (

, l Section 5.01. The Trustee shall invest and reinvest-the assete of the Funds only in Investment Obligations, which investment shs11 be made by the Trustee from time to time as directed (in writing or orally, confirmed in writing) by the president, a vice president or treasurer or assistant treasurer

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i' of Saxton1 or such other person, who- need not be an - employee of-

.Saxton, as may be designated in writing by the president, a vice president or treasurer or assistant treasurer of Saxton.

Such investments shall mature in such. amounts and at such times

.as may be necessary to- provide funds when needed to make  ;

payments pursuant to certificates presentee to the Trustee in accordance with Section 4.01 hereof . The Trustee may request <

I from time to time from Saxton, and Saxton shall furnish to the Trustee upon such request, forecasts of the amounta and ' timing l of anticipated requisitions. Interest accruing or profit realized and received from the investment of amounts in the Trust shall be accumulated in the Trust and shall be held and applied as provided in this Indenture.

" Investment Obligation" shall mean (a) public debt securities:of the United States whi'ch-are taken into considera-I

-tion - for purposes of the public debt limit; (b) obligations of a state or local governmental unit, the interest on which is exempt from taxation under section 103(a) of the Code; (c) checking accounts, savings accounts, certificates of deposit or other time or demand deposits, not including a common or collective trust fund such as a common trust fund as defined in section 584 of the Code, in a bank as defined in section 581-of the Code or in an insured credit union within the meaning of section 101(6) of the Federal Credit Union Act, 12 U.S.C. 1752(7)(1982), located in the United States, or (d) such other securities, obligations or other investment media as may

-. 4 be authorized .by Code section 468A or by the - Regulations issued thereunder in which assets of the Funds may be invested l i

without adversely affecting their status as qualified NDFs, and

, as may otherwise be permitted by law. Investment of assetr of the Funds under clause (a), ( b) or (c) of this paragraph shall be made only on a direct investment basis.

i Section 5.02. The assets of the Funds shall be 1 pooled for the purposes.of investment.if and to the extent.the 1

Trustee is requested to do so by Saxton in the manner described in Section 5.01.

Section 5.03. The Trustee shall not engage in any act of self-dealing as described in S 1.468A-5(b)(2) of the Regulations.

9ection 5.04.

A. Saxton agrees to pay.to the T mstee from time to time, and the Trustee shall be entitled to receive, reasonable compensation for cervices rendered by it in the execution of the trust hereunder. Under no circumstances, however, shall the assets of the trust be subject to claims of

, the Trustee for compensation or expenses; the Trustee shall look solely to Saxton, its successors and assigns, for payment

.thereof.

B. Saxton hereby agrees, except as otherwise expressly provided herein, to reimburse the Trustee upon its 12 -

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request for 'all reasonable expenses,-' disbursements and advances incurred, or made by the Trustee in accordance with _ any provi-sion of this Indenture (including the reasonable . compensation and - the_ expenses and -disbursements of its agents and counsel),

except any such expense, disbursement or advance as may be attributable to the Trustee's negligence, wilful misconduct or

'l bad faith. I 1

C. Saxton hereby agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or i

e xpense incurred without negligence, wilful misconduct or bad- I faith on its part, arising out of or in connection with the-f acceptance or administration of the Trust, including the costs .

and expenses of defending itself against any claim or liability l

-i in ' connection with .the exercise or performance of any of its '

1 powers or duties hereunder, i Section 5.05. The Trustee shall keep separate books of account with respect to each of the Funds and shall account

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for and record contributions made to each Fund, earnings from j the investment of the assets of each Fund or-the allocation to each Fund of its shere of earnings from the investment of pooled assets, the expenses incurred with respect to, or reasonably allocable to, each Fund and distributions made from each Fund. The books and records of each Fund shall be main-tained in such manner as will enable the Internal Revenue Service to verify that the requirements of SS 468A and 1. 4 68 A-1 S.

through 1.468A-5, 1.468A-7 and-1.468A-8 are satis fied with' respect to each Fund. The books of. account shall at all- j l

reasonable times during normal business hours be open to I

inspection by Saxton, the Saxton owners, GPU Nuclear Corpor t.-

tion, the NRC, the Pennsylvania Public Utilities- Commission j

("PAPUC"), the . New Jersey Board of Public Utilities ("NJBPU"), >>

and the Federal Energy Regulatory Commission.. On or before the last day of April, July and October, commencing on April 30, 1988, and on or before the first day of March of each year, commencing on March 1, 1989, the Trustee shall furnish to Saxton a' detailed statement showing separately for each Fund, with respect to- the; preceeding quarter or calendar year, as the case may'be, the balance .of assets on hand at the beginning of such quarter or year, all receipts and investment transactions

.which took place during such quarter or year, all disbursements made during such quarter or year in accordance' with Article IV hereof and the balance of assets on hand at the end of.such 4 quarter or year. >!

Section 5.06. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.  ;

Section 5.07. In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed i

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'the r ein~, upc t- certificates or opinions- furnished to- - the Trusteenand conforming to the requirements,of this Inden- f turer but-in the case of any such certificates or opinions

-which by.any provision hereof are specifically required to ,

be furnished to the Trustee, the Trustee shall be under a duty to examine the same' to' determine whether or not they conform to the requirements of this Indenture, j Section 5.08. No provision of h13 indenture shall be ,

construed to relieve the Trustee 'frono liability for its own

}. negligent action or failure to act, its own wilful misconduct or'its own bad faith except that (1) the Trustee shall not be liable for any error or

.1 judgment made in good faith by an of ficer thereof, unless it j shall be proved that the Trustee was negligent in ascertaining -

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. the pertinent facts; and (2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good-

' faith 'in accordance with the exercise of any trust; or power conferred upon the Trustee under this Indenture.

No provision of this Indenture shall require the

+ Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder, or in-the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repaying of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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j3 Section 5.09. Whether or not- therein expressly so li '

, .)

provided, every provision of this Indenture relating to the I conduct or affecting the liability of or affording protec-l tion to the Trustee shall be subject to the provisions of i

this Article'V.

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! Section 5.10. Except as otherwise provided in .

Sections 5.07 and 5.08: l (c) the Trustee may rely on- and shall be protected in acting or' refraining from acting upon any resolution, ,

1 certificate,- statement, instrument, opinion, re por t , notice,: J bel-leved 'by it to be genuine and to have been . signed or presented by .the proper party or parties; l

(b)- the Trustee may corault with counsel, which may f be counsel to Saxton, the Saxton Owners or any one of them, or q to GPU Nuclear Corporation and the written advice of such g

counsel or any opinion of counsel shall constitute full and i l

. complete good faith authorization and protection in respect of any action taken, suffered, or omitted by the Trustee in reliance thereon; 1

(c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, unless all other parties hereto shall have offered to the' Trustee reasonable security or- indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; and Eg , ,

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(d) in making any payments out 'of the' Trust, the l Trustee shall not be bound to inquire as to the use, applica-tion and allocation of such payments under Article IV and the in Trustee :shall have no obligation-~ to evaluate , monitor compli- l 1

ance with or take any action with regard to the certifications i referred to in Sections 4.02, 4.03 and 4.04.

Section 5.11. The recitals contained herein and '

the purposes set forth in Article II shall be taken as the statements of Saxton, and the Trustee assumes.no responsi-3 bility for their correctness. The Trustee makes no representa--

tions as to the value or condition of the trust estate or the $

- validity or sufficiency of this Indenture. The Trustee shall not be accountable for the use or application by Saxton of any money- properly paid to Saxton under any provision hereof.

Section 5.12. Money. held by the Trust'ee in trust 1

hereunder shall be segregated from funds of Saxton but need not be otherwise segregated except to the extent required by law.

The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with Saxton.

Section 5.13. There shall at all times be as Trustee 1

hereunder an entity which shall be a bank or trust company I organized and doing business under the laws of the United i

States of America or of any State, authorized under such laws i l

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to exercise' corporate trust powers, each of which shall have a ,

combined ' capital and surplus of at least $50,000,000, subject I to supervision or examination by Federal or State authority.

If any such' corporation publishes reports of condition at least-annually pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corpor- ,

ation shall .be deemed to be its combined ' capital and surplus as set forth in its most recent report of condition so published.

If at any-time any. Trustee shall cease to be eligible in accordance with the provisions of this section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

1 Section 5.14. Resignation and Removal; Appointment of Successor.

A. No removal of the Trustee and no appointment i of a successor Trustee pursuant to this Article . shall become effective until the acceptance of appointment by the succes-sor Trustee under Section 5.15.

B. The Trustee may resign at any time by giving written notice to Saxton. If an instrument of acceptance by a successor Trustee shall not have been delivered to the resign-ing Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court having jurisdiction for the appointment of a successor Trustee.

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C. If the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a ' receiver i

of the Trustee or of its property shall be appointed, or any public officer'shall take charge or control of the-Trustee or of its property or affairs for the purpose of rehabilita-tion, conservation or liquidation, Saxton may by resolution of its Board of Directors, remove the Trustae.  ;

D. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, Saxton, by resolution of its Board of Directors, shall promptly appoint a successor Trustee.

E. Service by the Trustee under any' indenture relating to or executed by Saxton shall not be deemed to be in conflict or incompatible with the services of that Trustee hereunder, and shall not constitute a basis for removal hereunder.

Section 5.15. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to Saxton and to the retir.ing Trustee an instrument accepting such appoin tment , and thereupon the resignation- or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with the properties, rights, powers, trusts and duties of the retiring Trustee; but on request of Saxton or the l

l successor Trustee, such retiring Trustee shall, upon payment of

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its fees and charges incurred through the ' 5e of such appoint-

. j ment, execute and deliver an instrument conveying and transfer-  ;

ring to suon= successor Trustee upon the trusts herein expressed all the . prope rties , rights, powers and trusts of the retiring-Trustee, and shall duly assign, transfer and deliver to such i

successor Trustee all property and money held by such retiring i

-i Trustee hereunder. Upon request of any such successor Trustee, . 4 Saxton shall execute any and all instruments. to more fully and t

.certainly vest in and confirm to such successor Trustee all such estates, properties, rights, powers and- tr usts . .No successor Trustee shall accept its appointment unless at the time of such-acceptance such successor Trustee shall be quali-fled and eligible under this Article. 1 l

Section-5.16. Any corporation into which the Trustee may-be merged or . converted or with which it may be consoli--

dated, or any-corporation resulting from any merger, conversion 1

or consolidation to which the Trustee- shall be a party, or any corporation succeeding.to all or substantially all of the corporate trust business of the Trustee, shall be the-successor of the Trustee hereunder, provided such corporation shall be

• otherwise qualified and eligible under this Article, without the execution or filing of any paper of any further act on the l

part of any of the parties hereto.

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1 Article VI y Amendments 1

Section 6.01. This Indenture may be amended from time to time by Saxton in such manner as shall not be inconsistent-with any orders or regulations of the PAPUC, the NJBPU, or J other governmental agencies having jurisdiction in the prem-1ses; provided, howeve r , that no amendment shall be made which would allow any portion of the assets of the Trust to be turned i over to Saxton or any Saxton owner, or their respective succes-sors or assigns, other than as provided by this Indenture, unless such amendment is in accordance with all applicable statutory. and regulatory requirements.

Section 6.02. Upon receipt by the Trustee of any written amendment to this Indenture executed and delivered to I the Trustee by Saxton and of any supporting documentation reasonably required by the Trustee to satisfy itself that such amendment has been duly. authorized' and delivered, the Trustee ,

shall- acknowledge receipt of such amendment and it shall be deemed effective.

Section 6.03. No amendment of this Indenture sought to be ef fective pursuant to Sections 6.01 which would , in the opinion of the Trustee, increase the obligations of the Trustee or adversely affect its rights, protection or indemnities here-under shall be effective without the consent of the Trustee.

If such consent is not granted by the Trustee within 30 days of

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its receipt of such amendment, the Trustee shall~ be deemed to hava furnished, on the 30th day after its receipt of such  !

l amendment, a written notification of its intent ~ to. resign as l l

Trustee on the 90th day following its receipt of.such amendment j and a Successor Trustee shall be appointed in accordance with Section 5.14, in which event such amendment shall become .i effective upon the appointment of such Successor Trustee, or if earlier, upon the effective date of the Trustee's resignation. I Article VII Miscellaneous l l

Section 7. 01. All covenants and agreements in this Indenture shall be binding upon and inure to the benefit of the respective parties hereto, their successors and assigns. In- ,

the event that Saxton shall transfer any or all of its interest in the Saxton Facility, such transferee or transferees of such interest shall succeed to Saxton's rights and obligations hereunder with' respect to the interest transferred to the extent, if any, expressly provided in the document of transfer, upon such transferee's or transferees' execution of an instru-ment satisfactory in form and substance to the Trustee making i them a party to this agreement.

Section 7.02. Written notices hereunder shall be

-deemed to have been given to a party hereto if delivered or mailed to such party at the registered of fice of such party.

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Section 7.03. This Indenture has been concluded -!

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within, and shall be construed in accordance with . the laws of, .l the Commonwealth of Pennsylvania.

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-Section 7.04. This Indenture shall be simultaneously executed in several counterparts, and. all - such counterparts  !

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1 executed and delivered , each as an original, shall constitute but one and.the same instrument.

IN WITNESS WHEREOF, SAXTON - NUCLEAR EXPERIMENTAL CORPORATION has caused this Indenture to be signed in its corporate name by its President or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and HAMILTON BANK has caused this Indenture to be signed in its corporate name by its President or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or one of its Assistant Secretaries.

SAXTON NUCLEAR EXPERIMENTAL CORPORATION By Attest:

OCretary [/

HAMILTON BANK By s' .h ~M Asa.stant V;03 Fa%5Al Atteet:

C--- ':-f M:.;t:.r.(\ho Pr::Want k

,i: i To Hamilton Bank WHEREAS, under the terms of a certain Indenture dated  !

as of March 11 _

,1988, between Saxton Nuclear Experimental Corporation ("Saxton"), and Hamilton Bank, Trustee, a trust was  :

I established to make provision for the payment of the costs of 'i.i the decommissioning of the Saxton Nuclear Experimental- Facility,  ;

i through the . payment into said trust'by one or more of the i owners of. Saxton of their respective ownership shares of such Costs. l NOW THIS DECLARATION WITNESSETH that-the undersigned, Jersey Central Power &. Light Company, which owns 44% of the outstanding capital stock of Saxton, hereby declares its intention to make periodic payments into said trust, in such amounts as from time to time may be authorized by the regula-tory agencies having jurisdiction in the premises, it being l

understood and agreed that ' the ' funds so received by the Trust-l ee, shall irrevocably be held, invested and disbursed in i accordance with the terms of the subject Indenture.

IN WITNESS WHEREOF, Jersey Central Power & Lig ht l.

Company, intending by the execution hereof to be legally bound hereby, has caused this Declaration to be duly executed and l

acknowledged and its corporate seal to be affixed this lith day  !

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of March , 1988.  !

h JERSEY CENTRAL POWER & LIGHT j COMPANY j By:

Vice President Attest:

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. To Hamilton Bank:

WHEREAS, under the terms of a certain Indenture dated as.of March 3,1988, between Saxton Nuclear Experimental i

Corporation ('"Saxton"), and Hamilton Bank, Trustee, a trust was established to make provision for the payment of the costs of  :

I the decommissioning -of the Saxton Nuclear Experimental Facility, i l

through the payment into said trust by one or more of the l owners of Saxton of their respective ownership shares of such- ,

1 Costs.  ?

I NOW THIS DECLARATION WITNESSETH that the undersigned, Metropolitan Edison Ccmpany, which owns 32% of the outstanding  ;

capital stock of Saxton, hereby declares its intention to make l periodic payments into said trust, in such amounts as from time to time may be authorized by the regulatory agencies- having jurisdiction . in the premises, it being understood and agreed f

that the funds so received by the Trustee, shali . irrevocably be j l

held, invested and disbursed in accordance with the terms of i

the subject Indenture.

IN WITNESS WHEREOF, Metropolitan Edison _ Company, intending by the execution hereof to be legally bound hereby,

-i has caused this Declaration to be duly executed and acknow-ledged and its corporate seal to be affixed this lith day of i March , 1988.  ;

METROPOLIT N EDIS COMPANY By: f l Vice President l Attest:

f L 5ecretary l

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.i-To Hamilton Bank: I WHEREAS, under the tems of a certain Indenture dated as of March l 11 1988,- between Saxton Nuclear Experimental Corporation ("Saxton"), and Hamilton ' Bank, Trustee, a trust was established to, make provision - for the

• payment of the costs of the decommissioning'of the Saxton Nuclear Experimental e

Facility, through the payment into said trust by one or more of the owners of j Saxton of their respective ownership shares of such costs. -i NOW THIS DECLARATION WITNESSETH that. the undersigned, Pennsylvania -

Electric Company, which owns 24% of the outstanding capital stock of Saxton, hereby declares its' intention to make periodic payments into said trust, in such amounts as from time to time may be authorized by the regulatory agencies  !

having jurisdiction in 'the premises, it being understood and agreed that the funds so received by the Trustee, shall irrevocably be held, invested and disbwsed.in accordance with the tems of the subject Indenture.

IN WITNESS ~ WHEREOF, Pennsylvania Electric Company, intending by the execution hereof to be legally bound hereby, has caused this Declaration to be duly executed and acknowledged and its corporate seal to be affixed this llth day of March,1988. ,

PENNSYLVANIA ELECTRIC COMPANY By:

Vice President Attest:

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Secretary I

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