ML20078G265
| ML20078G265 | |
| Person / Time | |
|---|---|
| Site: | West Valley Demonstration Project |
| Issue date: | 10/29/1963 |
| From: | Ruebkausen O AFFILIATION NOT ASSIGNED, NEW YORK, STATE OF |
| To: | |
| Shared Package | |
| ML20078G199 | List: |
| References | |
| FOIA-83-354 NUDOCS 8310120030 | |
| Download: ML20078G265 (23) | |
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- 0) BEFORE THE UNITED STATES ATOMIC ENERGY COMMISSION '
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$$W L&R BLle Copz In the Matter of ) '
I AEC DOCKET NO. 50-201 NUCLEAR FUEL SERVICES, INC. )J and , ,
/ AEC CONSTRUCTION PERMIT NEW YORK STATE ' ATOMIC RESEARCH) NO. CPCSF-2 AND DEVELOPMENT AUTHORITY ) .
Statement in Support of NFS .
Motion dated October 23, 1963 ,
Nuclear Fuel' Services, Inc. (NPS), co-holder
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with the undersignect New York State Atomic Research and DevelopmentAuthority(ARDA)ofAECponstructionPer-mit No. CPCSF-2, by Motion dated October 23, 1963, re-l quested that the Commission, through its Atomic Safety l
l and Licensing Board (Board) take the following actions:
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(A) Receive as'NFS Exhibit E in the above license proceeding the Term Loan Agreement
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l attached to such Motion which NFS avers evi-dences the final consummation of NFS loan i arrangements with the indicated banks; i l
i (B) Delete the condition contained in
, paragraph 5 of AEC Construction Permit No.
CPCSF-2, as ame'nded; and' 4 l 54~ ME.1 B31012coao sao714 PDR FOIA
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w (C) Modify the reporting , requirement in paragraph 2E of said Constructio'n Permit so that NFS may file the required bi-annual reports within a 20-day period following the cited dates of March 31 and September 30 of each year.
ARDA files this statement to join with NFS in requesting the actions of the Board sought by NFS in such Motion.
Respectfully submitted, NEW YORK STAl'E ATOMIC RESEARCH AND DEVELOPMENT AUTHORIW By Oscar M. Ruebhausen Counsel j
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Attentions R. Riggs McConnell, Chairman Atomic Safety & Licensing Board Gentlement Nuclear Fuel Services, Inc., wh4ch holds a Construction Permit (CPCSF-2) for a spent fuel represessing plant near Ash-ford, hw York, herewith submits this Motion requesting that the Commission, through its Atomic Safet,y & Licensing Board, take the following actions:
(A) Receive as IFS Exhibit E in the license pro-coeding Docket 50-201 the attached Tern Loan Agreement .
which evidences the final consummation of NFS loan arrangenents with the indicated banks; (B) Delete the condition contained in Paragraph 5 of the NFS Construction Permit (CPCSF-2) which required the submission of evidence concerning such consummation; (C) Modify the reporting requirement in Paragraph 2E of the said Construction Permit so that NFS may file the required bi-annual reports within a twenty-day period following the cited dates of March 31 and septem-ber 30 of eask year with the reports being effective as of such dates.
In support af this Motion IF8 shews as follows:
- 1. The Commission by Menorandun and Order of May 16,1963 amended the Construction Pernit (CPCSF-2) previously issued to NFS to add the condition that NFS should withid'six
- months submit evidence of the final consunnntion of the projected bank loan arrangements so as to complete the proof of the adequacy of its financial resources. The record in this proceeding (Docket 50-201) had, among other things, included a letter of intent re-lating to these bank loans which were to be obtained by NfS as part of the financing of its proposed facility.
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- 2. Attached hereto is a signed original copy of a Tern Loan Agreemant between NFS and The Manuf acturers and Traders Trust Company of Buffalo and the Morgan Guaranty Trust Company of New York City which finalites the loan arrangements between NFS and those banks. (The original copy of the Agreement is being submitted herewith without its exhibits which have either pre.
viously been furnished to the Commission or are otherwise without significance to the reporting of thess bank loans.) As was pro-Jected on the record of this proceeding, the finalized Agreement provides for their loan to NFS of the sum of $10,000,000 plus a standby line of credit up to the further sum of $3,500,000. The Agreement is dated as of July 1, 1963 but, as shown on its page 11, was finalized by appropriate signatures on September 16, 1963 following the fulfillment of certain preliminary procedures. As will be noted, the Agreement has finalized in all respects the evidence relating to such loans presented by NFS at the hearing.
3 Attached to and made a part of the NFS Exhibit E is the Certificate of Albert A. Eustis, Secretary of NFS, authen-ticating the said Term Lo:n Agreement.
- 4. In accordance with the terms of the Commission's May 16th Memorandum and Order, NFS is herewith submitting the Term Loan Agreement as its Exhibit E covering these finalized credit arrangements and accordingly demonstrating the evidence adequate to constitute the fjcal bcsis for the Commission finding that NFS is financially qualified to construct and operate the authorized
- facility. Likewise in accordance with the Commission's Memorandum and Order, NFS requests that the attached Exhibit E be received into the record of the proceeding which would be reopened for this limited purpose.
5 NFS also requests that the Commission, through its Atomic Safety & Licensing Board, take such final procedures as are appropriate in the circumstances to find and conclud. that the said condition in the Construction Permit has now been satis-fied and should be deleted therefrom.
- 6. The Commission's Construction Permit also requires in Paragrapn 2E that NFS file bi-annual reports on or before March 31 and September 30 of each year covering the pre-ceding six-months period with respect to the status of constru: tion and other information. NFS believes that this requirement looks toward its furnishing of fully current reports as of March 31 and September 30 of each year and covering the entire six-months period precedent thereto. However, reports filed on or before ,.
these indicated dates will generally not be current and complete '
as of those dates and through the entire preceding period. This is because the reports are necessarily prepared prior to those EE :::
dates and vill reflect information furnished to NFS on a quarterly am C
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, Atomic Energy Commission October 23, 1963 ;
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or monthly basis well before March 31 and September 30. On the other hand, if these reports were filed within twenty-day periods following each March 31 a.d n September 30, they would include data which had been furnished to NFS as of those dates for the pre-coding six-months periods. Such reports would accordingly be current and complete as of those dates.
7 It would appear that the relevant requirement of tra Construction Permit would reasonably be interpreted to persit these reports to be filed within a reasonable period follow-ing the indicated dates. Iowever, it would be most appropriate if
- the Commission, through its Atomic Safety & Licensing Board, were now to modify this provision so as to remove any such ambiguity as may exist and to make this point fully clear and explicit.
Accordingly, NF8 requests that Paragraph 2E of the Construction Ferait be modified in part to provide that: "Within the twenty (20) day period after March 31 and September 30 of each year, NFS shall file a report as of March 31 or September 30 and covering the preceding six (6) months period...".
WHEREFORE, for the reasons stated, NFS requests that its Construction Permit (CPCSF 2) be modified in the particulars above indicated.
Respectfully submitted, NUCLEAR , FUEL SERVICES, INC.
By T. Charles Runion President Scharfeld, Bechhoefer, Baron +
& Stambler 1710 E Street, N. W.
Washington 6, D. C.
Counsel day of Subscribed and sworn to before me this
, 1963 Notary Public' My Commission Expires . , ,
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o CERTIFICATE OF SERVICE I, Arthur Stambler, attorney for applicant Nuclear Fuel Services, Inc. and admitted to practice before the Courts of this
.iurisdiction, herewith certify that I have this 23rd day of October 1963, sent a copy of the foregoing Motion via regular United States mail, postage prepaid, to each of the followingt Dr. Abel Wolman Isaa, Department of Sanitary Engineering and Water Resources Johns Hopkins University baltimore, Maryland Mr. Dixon Callihan Oak Ridge National Laboratory*
P. O. Box Y Oak Ridge, Tennessee Troy B. Conner, Jr., Esq., and Charles M. Farbstein, Esq.
c/o Atomic Energy Commisston Germantown, Maryland Counsci for AEC Regulgtory Staff Mr. Oliver Townsend 230 Park Avenue New York 17, New York "
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New York State Atomis Research &
Development Authority Oscar M. Ruebhausen, Esq.
c/o Debevoise, Plimpton, Lyons & Gates 320 Park AJenue New York 22, New York Counsel for New York State Atomic Research & Development Authority Mr. Norman Fagnan Supervisor, Town of Ashford West Valley, New York Mr. E. Scott Smith County Clerk Cattaraugus County Little Valley, New York
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NFS EXIIBIT E AEC Docket 50 201 i
MANUFACTURERS AND TRADERS TRUST COMPANY and MORGAN OUARANTY TRUST COMPANY OF NEW YORK with NUCLEAR FUEL SERVICES, INC.
TERM LOAN AGREEMENT Dated as of July 1, 1963 4
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TERM LOAN AGREEMLUT MANUFACTURERS AND TRADERS TRUST COMPANY And MORGAN OUAMAUTY TRUST COMPANY OF NEW YOKK With NUCLEAR FUEL SERVICES, INC.
This Agreement dated as of the 1st day of July, 1963 betweens MANUFACTURERf AND TRADERS TRUST COMPANY, a bsnking corporation of the State of New York having its principal banking office at 284 Main Street, Buffalo, New York, and MORGAN QUARANTY TRUST COMPANY OF NEW YORK, a New York Corporation having its principal office at 140 Dreadway, Ncv York, New York (hereinafter called the " Banks"),
parties of the first part, and NUCLEAR FUEL SERVICES, INC., a Mary-land corporation having its principal office at 910 - 17th Street, Washington 6, D. C. (hereinafter called NFS), party of the second part, in manner following:
STATEMENT OF FACTS NFS is a corporation organized and existing in good standing under the laws of the State of Maryland. Its authorised capital stock consists of 1,000 shares of common stock without par value.
All of such authorized shares of common stock will be subscribed for, and when issued and outstanding, will be owned, directly or indirectly, as follows: .
W. R. Grace & Co....................... 800 e# .res or 80%
American Machine & Foundry Company..... 200 shares or 20%
The designations, preferences, privileges and voting powers of the shares of NFS stock and the restrictions and qualifications imposed thereon are set forth in annexed Exhibit A.
NFS proposes to construct and operate a spent nuclear fuel pro-cessing Center (Center) in Cattaraugus and Erie Counties, in New York State, and has indicated its requirements for bank loans in order to complete the construction of that facility. The f acility is to be constructed on land presently under the jurisdiction of, and held in by the New York State Atomic Re.
the name ser.rch andof the State of Development New York ( ARDA). ARDA is to have' constructe Authority for it on the same land, with its own funds, a pre-processing nuclear-fuel receiving facility, as well as facilities for the storage of radio-active vastes, gnd other site improvements. The land, the fuel receiving facility, the vaste storage facilities and the other site improvements are to be leased by ARDA to NFS for an initial term (subject to renewal) ending December 31, 1980 The form of lease and -
the related Waste Storage Agreement and Facilities Contract between NFS and ARDA are attached hereto and marked Exhibit B.
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NFS intendo to raise approximately $8,000,000 by the sale of its stock to W. R. Grace & Co. and American Machine & Foundry Company.
It will also obtain a capital contribution (Research Orant) from En-pire State Atomic Development Associates, Inc., a New York membersbip corporation consisting of f New York State utility companies (ESADA).
In 6ddition, NFS will require bank credits and NFS having applied for such financing, the Banks are'willing so grant auch assistance to NFS to the extent and upon the terms and conditions hereafter set forto.
4 NOW, THEREFORE, IT IS AGREED AS FOLLOWS Section 1. Representations and Warranties 1.1. All statements hereinabove set forth in the." Statement of Facts" to this Agreement are true and all statements and representa, tions contained in the Davison Chemical Division proposed H.C.A. for reprocessing plant dated November 3, 1962 or in the Request for Capi.
tal Appropriation No. 299, entitled " Nuclear Fuel Reprocessing Plant",
copies of which have been furnished to the Banks, were true in all material respects, at the time when made.
1.2. Attached hereto as Exhibit C is a true copy of the Contract dated as of October 1, 1962 between NFS and Bechtel Corporation (with-out Exhibits) providing for the design, engineering and construction of a major portion of the Center.
13 The execution and delivery hereof and the performance of each and every term. covenant, condition and undertakin6 herein pro-vided for are within the corporate powers of NFS, have been duly authorized by all proper and necessary corporate action, and are not in conflict with NFS's cherter, by-laws or kny indenture, contract or agteement to which it is a party or by which it is bound, or witB any statute, rule or regulation binding upon it.
1.4. N3ne of the assets of NFS is subject to any mortgage, lien or e?cumbrence of any character, exclusive of the ARDA lease agreement.
15 There is no litigation or proceeding by or before any court, public body, agency or authority pending against NFS.
1.6. All of the outstanding sheres of the capital stock of NFS will, when issued, be fully paid and non-assessable.
17 There has been no event or happening which would cause any materici adverse change in the finsacial condition of NFS from that
' shown in the RequestyFor Capital' Appropriation No. 299 referred to in Section 1.1 hereof.
Section 2. Conditions Frecedent ,
The Danks shall not be required to make any loans hereunder until NFS shall have received: ~
I 2.1. A construction permit issued by the Atomic Energy Commis-sion (AEC) grnating the right to build the proposed facility.
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. 2.2. A contract with the AEC providias for utilisation of NFS plant facilities (or compensation in lieu thorcof) for a minimum of 625 days commencing with the date of the contract and ending on a date 5 years after the first delivery of recovered product to the AEC or by June 30, 1971, whichever is earlier. The miniana of 625 days is subject to reduction to the extent that the total utilisation of
'NFS plant facilities during at.ch 5 year period exceeds 1500 days.
Such contract may contain a termination for convenience of the Govers- ,
asnt clause.
23 Contracts covering the processing requirements ttsough December 31, 1980 of Commonwealth Edison Company, Consolidated Edison Company of New York, Yankee Atomic Electrie Company 3 Fower Reac*or Development Company and Northern States Power Campany arising from the operatton of the presently existing stoaic reactors ownec,by saiu utilities, such contracts being subject to termination aftee 5 yeara in the event NFS fails to meet a bona fide competitiva offer.
2.4. The ESADA commitment (3esearch Grant) to mat e a $2,000,000 capital contribution.
25 The ARDA lease agreement and the telates Waste Storage Agreement and Facilities Contract executed in the form attached here-to as Exhibit B, and which shall be la full for;e and effect at the time of any loan hereunder.
2.6. Commitment for an equity investment frco W. R. Grace & Co.
of $6,000,000 in cash plus its nuclear reactor feed materials plant at Erwin, Tenn. representioh a current investment of approximately
$3,000,000, which commitment shall provide that, until all of such
$6,000,000 has been delivered to NFS, W. R. Grace & Co. will, at or prior to the time of any borrowing herwunder, make cash investmehts equal to 75% of the amount corrowed hereunder.
27 Commitment for as equity investment from American Machine
& Foundry Company of $2,000,000 it cash plus all of the capital stock of AMF Atomics Canada Co. Limited, an Ontario Corporation, represen-ting a current investment of approximately $700,000, which commitment shall provide that, until all of such $2,000,000 has been delivered to RFS, American Machine & youndry Company will, at or prior to the time of any borrowing hereunder, make cash investments equal to 25%
of the amount borrowed hereunder.
2.8. A contract with Bechtel Corporation in the form attached as Exhibit C.
Section 3 Amount and Terms of Credit 3 1. Subject to the terms and conditions hereof and in reliance on the representations and warranties of NFS contained herein, the Banks will aske available to NFS on July 1,1963 the sua of $10,000,-
000 which any be borrowed, in part from time to time or in whole at .
i any time, on or prior to June 30, 1965, but not thereafter, upon four i
business days notice to the Banks by NFS.
3.? Subject to the terms and conditions hereof and in reliance
( on the representations and marranties of NFS centained berein, Morgan Guaranty Trust Company of New York will make availabic to NFS on July 1, 1963 a standby line of credit in en aggregate amount of not to exceed $3,500,000 which may be borrowed, an part fron 3
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(Copy) time to time or in Jhole to any timo, on or prior Lv Josuary 1, 1966, but not thereaf ter, upon four businoss dayo notice to Morgan Guaranty Trust Company of New York Ly NFS, provided that, such standby line of' aredit shall become available to NFS only n2ter the full $10,000,000 Frovi.ed for in Section 3 1 hereof has beca borrowed.
33 The loans provided for in Sections 3 1 and 3 2 hereof shall aereinafter co.'lectively be referred to as the " Borrowing", and such Borrowing shall be accon)),ished in the following manners (a) Notes. As each 3)an pursuant to Section 3.1 bereof is made by the Banks, NFS aball execute and deliver two notes in the fort of sunexed Exhibit D (with the blanks appropriately filled) dated the day such loan is made. Each one of such notes shall provide for payment of one-half or the principal amount of such loan and one of thw said notes shall be payable,to the order of
- each of.the Banks. The principal amount of such. Lotos shall be Payable in twenty equal semi-annual installments.commencieg January 1, 1966 and payable on each July 1 and January 1 there-i af ter to and including July 1,1975 IJ each loan pursuant to Sec& ion 3 2 hereof is made by Morgan Guaranty Trust Company af New York, .RFS shall execute and deliver to Morgan Guaranty Trust Company of ,5ew York a note in the form of annexed Exhibit D (with the hlanks appropriataly filled) dated the day such loan is made. Such note shall provide for payment of the full principal amount of such loan in twenty equal semi-annual installments commencing on January 1, 1966 and payable on each July 1 sud January 1 thereafter to and including July 1,1975 All of the notes delivered by NFS , pursuant to .this Agreement shall bear interest on the unpaid principal amount thereof at.
the rate of 3-1/2% per annus payable -semi-annually on January 1 and July 1 of each year.
(b) Consolidation. On January 2, 1966, or such.other date s's may be mutually agreed upon, NFS will consolidate all of the notes
. outstanding under this Agreement held by any one person or corpora-ition by issuing in exchange for all the notes held by such person
,or corporation a single note in the form of annexed .7xhibis D
- (with the blanks appropriately filled) for the aggregate unpaid principal amount of all of the notes previously issued hereunder to such person or corporation.
3.k. Commitment Fee. MFS shall pay to the Banks for the credit made evailaole under Section 3 1 hereof a commitment fee equal to 1/2 of 15 per annum, payable semi-annually on January 1 and July 1 of each year, on the daily average unused portion of such credit for the period for which payment is being made. In addition, NFS shall pay to Morgan Guaranty Trust Company of New York for the standby credit made available under Section 3 2 hereof a commitment fee elual to 1/2 of 1% per annum, payab1's semi-annually on July 1 and January 1 of each.
year, on the daily average unused portion of such standby credit for the period for which payment is being made.
35 Cancellation or Reduction of Credits. NFS may cancel or reduce (in even multiples of G300,000) the etandby credit of horgan Guaranty Trust Company of New York 4
. [ Copy) m3 der Section 3 2 hereof or the Icodinc connits;nt of the Banks under 31 hereof, or both, on four days written notice to Morgan Guaranty Trust Company of New York, or the Banks, as the case may be, and the commitment fees specified in Section 3 4 shall thereafter be conputed on the unused balances as so reduced of the s tandby credit and the 4
lendias commitment.
Section 4. Affirmative Coven' ants NFS covenants and agreen 4.1. That it will apply the proceeds of the Borrowing exclusively to the construction, maintenance and operation of the proposed Center, and further that it will complete the Center according to the plans and specifi. cations set forth in the Contract with Bechtel Corporation
- referred to in Section 1.2 hereof; and, that, upon completion of the Center, it will maintain the plant, property and equipment in full and effective working order and will make any and all repairs, altera-tions or changes that may be required to maintain the Center as an effective operating unit and to comply with any applicable govern-mental regulations.
k.2. That $$ will maintain adequate insurance on its insurable properties now or boreafter acquired and keep itself adequately insured against liability on account of damage to persons or property and, When available at reasonable rates, for use and occupancy in the event of disast.er, and will maintain all other applicable Workmen's Compensation Insurange, all in amounts and form reasonably satis-factory to the Banks.
h.3 That it will comply with all insurance requirements pro-vided in its lease with ARDA with respect to insurance coverage' required by the AEC, 4.4 That it will obtain, maintain and keep in full force and effect an AEC operating license and take all steps necessary to comply with whatever requirements and conditions are imposed by AEC with respect to the aforesaid license.
k.5 That it will pay prior to the date on which they become delinquent (1) all taxes, assessments and governmental charges in-posed upon or aSainst it except to the extent and so long as contested in good faith and by appropriate proceedings and (ii) subject to like exception, all other lawful claims against it, including claims for labor, material and supplies.
4.6. That it will furnish the Banks:
(a) within 45 days after and as of the close of er;h of the first three quarterly periods in each fiscal year, namtly ths last days of March, June and September, a balance sheet, profit and loss
- statement and analysis of surplus of NFS, each in conformity with generally accepted accounting principles and certified by an appropriate officer of NFSJ (b) within 90 days after and as of the close of each of NPO's fiscal yeare a balance sheet, profit and loss statement and on analysis of surplus of NFS, each certifi,ed.by an independent public accountant selected by NFS and satisfactory to the Banks; and
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(c) from time to time such other information concerning NFS's affairs as the Banks may reasonably request.
47 That it will pernit the Bnnha to inspect properties, opera-tions and books of account of NFS at all reasonable times.
4.8. That it will promptly notify the Banks in writing in the event:
(a) any litigation or proceeding shall be commenced or threatened against NFS which is not adequately covered by insurance and which either involves an amount exceeding $100,000.00 or might materially adversely affect the financial condition, business or operations of NFS; (b) ther's is any material adverse thenge in the financial condition, business or operations of NFS; (c) there is any material change or modification in existing con-tracts, indentures or agreements which would adversely affect its financial condition, business or operations; or (d) ARDA takes any steps looking to the termination or modification of the terns of the ARDA lease referred to in Section 2 5 hereof, whether as a result of a default or alleged default thereunder or otherwise, or NFS shall take or fati to take any action which shall constitute a default under said lease.
49 That it will do all things necessary to maintain, preserve and renew its corporate existence and all rights and franchises necessary to continue its corporate business.
4.10. That it will notify the Banks promptly of any change of ownership of capital stock or of any significant management changes.
4.11. That it will reimburse the Banks on demand, or without de-mand in the case of the occurrence of any event of default, for any and all reasonable and necessary out-of-pocket expenses (including reasonable attorneys' fees and expenses) paid or incurred by the Banks in connection with this Agreement, whether incident to the administra-tion hereof cr the handling, collection or protection of any of the notes issued hereunder or of any other liability hereunder or any right or claim in connection herewith or therewith.
Section 5 Negative Covenants Until all amounts owing hereunder are fully paid with' interest, NFS will not, and will not permit its subsidiaries, without the prior .
written consent of the Banks tos .
5 1. Borrow any money or incur, create, permit to exist or as-sume, directly or indirectly, any indebtedness except:
(a) under this Agreement; or (b) indebtedness (other than for borrowed money) incurred ordinary course of business; or 6
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(c) under conditional sales agreements, chattel mortgages and other purchase money obligations, and renewals and extensions thereof, provided that, (1) the aggregate amount of such indebtedness shall not at any time exceed $100,000, and (ii) the mortgage, pledge, lien or other security interest given to the lender in connection with such indebtedness shall be confined solely to the item of pro-party acquired thereunders 5 2. Loan or make advances of money to or guarantee, endorse or otherwise be or become liable or contingently liabla in connection with the obligations of any person, firm or corporation except in the ordinary course of business.
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.3 kortgage, pledge, assign or otherwise encumber any of its assets, real, personal or mixed, tangible or intangible, now or here.
after acquired, except as set forth in paragraph 5 1 hereof and with the further exception of the requirements of the ARDA lease.
5 4. Be a party to any merger or consolidation except of a wholly-owned subsidiary into NFS.
55 Make any additional investments in any form in the stock ties of or securities of any corporatien other than 1) stock or secu finsuce and a wholly-owned subsidiar i industrial conpanies, 3)y, 2) commercial paper of leadingbankers accep institutions and 4) other debt obligations of comparable quality and which are readily marketable in the United States of America.
5 6. Redeem, outstanding retire or otherwise acquire for value any of its capital stock, or to pay any di.vidends or make any dis-tribution of any of its assets to its stockholders other than as 'pro-vided for herein.
5,7 Pay dividscas to stockholders of NFS until the sum total of its capital stock and undistributed surplus is at least equal to 1 5 times the unpaid balance of the borrowings under This Agreement, and thereafter only to the extent of 50% of the amo;at by which the accumulated and undistributed earned surplus of the Com.any and its subsidiaries exceeds $1,000,000; provided, however, that there shall be no restrictions on the payment of dividends so long as the accumu-lated and undistributed earned surplus of the company and its sub-sidiaries, after payment of any such dividends, shall at least be equel to the unpaid balance of the borrowings under this Agreement.
3 8. Permit a warrant of attachment issued against its property in the amount of $25,000 or more to continue undismissed and unbonded for a period of 40 days after levy.
59 Sell or otherwise dispose of all or any substantial .
part of its property or business.
5 10. Be or become liable to pay any rent under leases exceeding * "
five years in duration for annual rentals exceedinc in the aggresste i $50,000, except 1) payment of rents under the existing lease of AMF l Atomics Canada Co. Limited, and 2) payment of "Iasic Rent" and l " Additional Rent" under the ARDA Lease and the Uaste Storace Agroo-
- ment referred to therein.
511. Mshe or c6ree to sche any re torini utenonent or nodifi-r c ut +.o in G 2nion 2 5 cation in the tcrms of the ARDA learn r hereof or the Contract with Dscht91 7
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Co'rporation referred to in Section 1.2 hereof, which is edverse to the interests of the Banks.
t Section 6. Events of Default 6.1. Upon the occurrence of any of the following events (herein called events of default):
(a) NFS shall fail to pay principal or interest in respect of the notes issued hereunder when due or within 15 days thereafter; or (b) NFS shall fail in the observance of any other tera, covenant, or condition herein provided *or . and such failure shall continue
! for a period of 30 days after written notice by either of the Banks; gr (c) any representation or warranty made herein by NFS, or any statement contained in the Davison Chemical Division proposed R.C.A.
for reprocessing plant dated Novesher 3, 1962 or in the Request For Capital Appropriation No. 299; entitled ' Nuclear Fuel Reprocessing Plant", copies of which vers furnished to the banks, shall prove to have been at the tine when made in any material respect false or erroneous and NFS shall not have taken corrective measures satisfactory to the Banks within 30 days after written notice by either of the Banks; or (d) any event of default shall occur under the ARDA lease referred to in Section 2 5 hereof or any other indenture or agreement to which 3FS is a party or by which it is bound; or je) NFS becomes insolvent or bankrupt or files a voluntary petition in bankruptcy or makes an assignment for the benefit of creditors or consents to the appointment of a trustee or receiver; or I (f) a trustee or receiver is appointed for the greater part of NFS's properties and the appointnent is not dismissed or stayed within 40 days; or (g) bankruptcy, reorganisation, aFrangement or liquidation pro.
coedings are instituted by or against NFS and, if assinat NFS, are e consented to by it or remain undismissed for 40 days; or (h) a change in the ownership of the capital stock of NFS owned, directly or indirectly, by W. R. Grace & Co. shall occur without the prior written consent of the Banks; all amounts owing on the notes issued hereunder say, on written notice from the Banks, be dolcared to be immediately due and payable without i
further notice, presentation or demand of any kind, all of which are ,.
' hereby expressly waived.-
6.2. No failure or delay on the part of the Banks in the exer- *
- cisc of any power or right shall operate as a vaiver thereof, nor shall any sin 51e or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right.
63 In the event that al1 amounts owing hereunder become due and payable and, without linitatioa, specifically in the event of reorganization or arrangenent proceed.
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ings, NFS hereby gives the Banks the right to set off against all amounts owing hereunder any moneys now or at any time hereafter on deposit to the credit of NFS.
Section 7 Prepayme nt 7 1. NFS shall have the right at any time or times to prepay all or any portion of the notes hereunder and any such preparnent shall be divided pro rata among the holders of the notes outstanding hereunder.
All such prepayments shall be applied on the semi-annual installments payable on the notes issued hereunder in the inverae order of their naturity. In the event that the funds for any prepayment are borrowed by UFS, it shall equivalent to one-halfpay dontemporaneously(with of one percent 1/2 of such 15)prepayment per annua aupon premium the amount of such prepayment from the date thereof to the time or times tha amount'so anticipated would otherwise have natured.
Section 8. Supporting Documents i At the time of the signing of this Agreement NFS shall furnish
' the Banks in form and substance satisfactory to the Banks:
8.1. PhotoEraphic or certified copies of the originals of the certificate of incorporation of NFS and all certificates of saendment thereof, together with a copy of its by-laws.
- .8.2. A certified copy of the resolutions of the Board of Dires-tors of NFS authorizing the execution and delivery of this Agreement and of the notes referred to herein and designating the officer or
' officers authorised to sign and deliver the same.
8.3 An opinion of counsel for NFS to the effect set forth,in the first and second paragraphs of the " Statement of Facts" contained herein, and in paragraph 1 3 hereof; that so f ar as counsel is informed there is no litigation or proceeding by or before any court, public body, agency or authority pending or threatened against NFS; that the corporate proceedings authorizing the execution and deliveey of this agreement and the delivery of the note issuable hereunder were duly and properly taken; and that this Agreement and the notes executed and delivered pursuant hereto, if delivered in accordance with the terms hereof, will constitute, legal, valid and binding onligations
' of NFS enforceable in accordance with their terms.
8.4. An opinion of counsel of NFS to the effect that no further
- consents or authorizations of any Federal or New York State Govern-mental Agency or Authority are required to permit NFS to 1) effect the Borrowings, 2) issue the notes provided for in Section 3 3. here-of, and 3) construJt and operate the Center, except (1) the AEC op-erating license referred to in Section 4.4 hereof, (ii) approvals of ARDA required under the ARDA Lease and the Facilities Contract and Waste Storage Agreemen,t referred to therein, (iii) a licenpv from the New York State Department of Labor with respect to the operation of .
low level burial facilities et the Center, and (iv) possible licenses ,
or permits from the New York State Department of Health with respect to the discharge of effinents from the Center.
Section 9 Miscellaneoun i
91 This Agreement shall be binding upon and inure to the bene-
' fit of NFS, the Banks and their respective successors and assigns.
NFS may not assign this Agreement or any of its rights hereunder with-out the prior consent of the Banks.
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(Copy) 9 2. All notices, statements, requests sad demands herein pro-vided for shall be deered to have been given or made when delivered or mailed postage prepaid, if to Nuclear Fuel Services, Inc. at 910 -
17th Street, Washington, D.C., if to Manufacturers and Traders Trvst Company, at 284 Main Street, Buffalo, New York, ata if to Morgan Guaranty Trust Company of New York, at 140 Broadway, New York, New York, or such other address as any party hereto may furnish to the other parties in writing. No other method of giving or asking notices, statements, requests or demands is hereby precluded.
93 All agreements, representations and warranties made herein or in writing in connection herewith shall survive the delivery of the notes and the making of the Borrowing hereunder.
. 9 4. This contract shall be deemed to have 'been executed in the State of New York and shall be subject to and interpreted under the laws of the State of New York.
95 NFS shall pay the reasonable legal fees and expenses of counsel for both Emphs in connection with the mogo'tiation of the loan and the preparation of aal seguired legal documents.and attendance at the closing.
9 6. It is a condition of this agreement that all the stockhold-ers of NFS shall pledge all the capital stock of NFS to the Fatu-facturers and Traders Trust Company, as agent for the Banks, as collateral security for repayment of the Borrowings and performance of the other obligations of NF3 hereunder.
97 This Agreenent may be executed in any number of counter-parts, each of which shall constitute an original, but which taken I together shall constitute one agreement and shall becone effective when at least one counterpart has been executed by all parties hereto.
9 8. The headings of the Sections and paragraphs of this Agree-ment have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms and provisions hereof.
IN WITNESS WHEREOF the parties have caused this Arreenest to be executed by their duly authorized officers as of the day med year first above written.
- MANUFACTURERS AND TRADERS TRUST COMPANY Dy /s/ Dudley M. Irvin Executive Vice President i
MORGAN GUARANTY TRUST COMPANY 0( NEW YORK
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By_ /s/ Gerard M. Ives l
f NUCLEAR FUEL SERVICES, INC.
Sy_ /s / T. C. Runion 10 l
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STATE OF NEW YORK
COUNTY OF NEW YORK On this 16th day of September, 1963, before me personally came DUDLEY M. IRWIN to me personally known, who, being by me duly sworn, did depose and say that he resides in Buffalo, New York, that he is Executive Vice President of MANUFACTURERS AND TRADERS TRUST COMPANY, the corporation described in and which executed the above Instruuent, and that he signed his name thereto by order of the Board of Direc-tors of said corporation.
/s/ Bernadette M. Flynn Bernadette M. Flynn
, Notary Public State of New York No. 41-1257785 Queens County Cert. filed in New York County 1 Term Expires March 30, 1965 STATE OF NEW YORK )
COUNTY OF BEW YORK ) ** * .
On t' .s 16th day cf September,1963, before me personally came Gerard M. Ives to me personally known, who being by me duly sworn, 3
did depose and say that he resides 201 E. 62nd Street, New York, How York. that he is a Vice President of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, the corporation described in and which executed the
.above Instrument, and that he signed his name thereto by order of the Board of Directors of said corporation. .
/s/ Bernadette M. Flynn Bernadette M. Flynn Notary Public, State of New York No. 41-1257785 queens County Cert. filed in New York County Term Expires March 30, 1965 STATE OF NEW YORK. )
COUNTY OF NEW YORK ) ,,,
On this 16th day of September,1963, before me personally came T. C. Runion to me personally known, who being by me duly sworn, did depose and say that he resides 9640 Elrod Road, Kensington, Md., that he is President of NUCLEAR FUEL SERVICES, INC., the corporation described in and which executed the above Instrument, and that he si6ned his name thereto by order of the Board of Directors of said corporation. .
l /s/ Bernadette M. Flynn l Bernodette 11. Flynn j Notary Fublic, State of Dev York No. 41-1257785 queens County Cort. filed in I!cu York County Tern E::piroc lhrch 30, 1965 11 I
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3XIIIE 'l A Sample stock Certificate of NFS (To be supplied)
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EXHIBIT B Form of Lease Between NFS and ARDA, together
- with related Waste Storage Agreement and Facilities Contract (To Be supplied) ..
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EXIIIDIT C Contract between Bechtel Corporation
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MXHI. fD NUCLEAR FUEL GOnVICE3, 7.uC .
1 5-1/29,Prouissory Hote
$.................. ..................., 196 FOR VALUE RECEIVED, the undersigned, NUCLEAR FUEL SERVICES, lEC.,
a Maryland corporation, hereby promises to pay to the order of in twenty equal semi-annual installnents commencing on January 1, 1966 and payable on each July 1 and January 1 thereafter to and including July 1, 1975 when the entire unpaid belance of this note shall be due and payable, the principal sum of $ , in such coin or currency of the United States of Americe Es at the time of payneet shall be legal tender for the payment of public and pri-vate debts, at its office at I (address of payee. bank) and to pay interest on the unpaid balance of such principal sum from the date hereof at such office in like coin or currency semiannually on the first days of January and July in each year at the rate of 5-1/2% per annus until such principal sua shall have been paid.
This note is one of the notes issued under and pursuant to an agreement dated as of ......................, 1963 among the under-signed, Kanufacturers and Traders Trust Company and Morgan Guaranty Trust Company of New York, to which reference is made for the terms and provisions thereof, including, but without limitation, provisions for the prepayment hereof upon certain conditions and for the acceleration of the maturity hereof on the occurrence o:' certain events as therein specified.
Interest shall be paid on the basis of a 365-day year.
NUCLEAR FUEL SERVICES,,INC.
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, I hereby certify that attached hereto is a complete and correct copy of the Tern Loan Agreement, dated as of July 1, 1963, between Manufacturers and Traders Trust Company and Morgan Guaranty Trust Company of New York with Nuclear Fuel Services, Inc., in the form in whici it was executed and delivered by the parties thereto.
/s/ Albert A. Eustis Albert A. Eustis, Beeretary, Nuclear Fuel Services, Inc.
Dated: October 15, 1963 g %'_~ -
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