ML20099D202
| ML20099D202 | |
| Person / Time | |
|---|---|
| Site: | Hatch  |
| Issue date: | 06/15/1992 |
| From: | GEORGIA POWER CO. |
| To: | |
| Shared Package | |
| ML20099D201 | List: |
| References | |
| NUDOCS 9208050219 | |
| Download: ML20099D202 (36) | |
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MASTER TRUST AGREEMENT FOR THE DECOMMISSIONING OF NUCLEAR PLANTS DETWEEN GEORGIA POWER COMPANY AND Tile BA): ! 0F NEW YORK, AS TRUSTEE 1
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Effective June 15, 1992 9208050219 920730 PDR ADOCK 05000.421 I-PLd=
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TagLE OF CONTEllIS ARTICLE I TITLE - PURPOSE - POLICY - EFFECT 1.1 Name of Trust 3
1.2 Definitions 3
1.3 Purpose 5
1.4 Effect 6
4 1.5 Domestic Trust 6
1.6 Trustee Not Responsible for Enforcing Contributions or for sufficiency 6
ARTICLE II PARTICIPATION l
2.1 Eligibility 7
i 2.2 Fund Interest in Investment Accounts 7
2.3-Valuations 7
i ARTICLE III l
PAYMENT OF DECOMMISSIONING 3.1 Payment for Decommissioning Activities a
3.2 Payments Pursuant to NRC Direction 8
3.3 Responsibility for Decommissioning a
3.4 Reversion of Company Contributionc 9
3.5 Payment or Raimbursement of 9
Administrative Expenses 3.6 Prohibition Against Assignment or Alienation 10 ARTICLE IV INVES1 MENT OF TRUST ASSETS 4.1 Asset Managers 11 4.2 Investment Discretion 11 4.3 Limitations on Investment Discretion 11 4.4.
-Responsibility for Diversification 12 l
L This Table of Contents is for the convenience of the parties only and is not a part of the attached Master Trust Agreement.
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ARTICLE V RESPONSIBILITY FOR DIRECTED FUNDS 5.1 Responsibility for Selection of Agents 13 5.2 Trostce Not Responsible for Investments in Directed Funds 13 5.3 Investment Vehicles la G.4 Reliance on Asset Manager 13 5.5 Her9er of Funds 14 5.6 Notli'ication of Company in Event of Breach 14 5.7 Definition of Knowledge 14 5.8 Duty to Enforce Claims 15 5.3 Restrjctions on Transfer 15 ARTICLE VI POWERS OF ASSET MANAGERS 6.1 General Powers 16 6.2 Additional Powers of Trusten 17 ARTICLE VII RECORES AND ACCOUNTS OF TRUSTEE j
7.1 Records 19 7.2 Annual Account 19 7.3 Account Stated 19 7.4 Judicial Accountings 19 7.5 Necessary Perties 19 l
-7. 6 Responsibility for Notices and Filings with the NRC and the Internal Revenue Service 19 ARTICLE VIII COMPENSATION, TAXES, AND EXPENSES 8.1 Coupensation and Expenses 20 8.2-Taxes 20 8.3 Allocation 20 ARTICLE IX RESIGNATION OR REMOVAL OF TRUSTEE 9.1 Resignhtion or Remova?
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9.2 Designation of Successor Trustee 21 9.3 Reserve for Expenses 21 11
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ARTICLE X WITHDRAWAL OF PARTICIPATING PLANS l
l 10.1 Event of Withdrawal 22 10.2 Approval of Appropriate Agencies 22 AP"ICLE XI AMENDMENT OR TERMINATION 11.1 Amendment 23 11.2 Ternination 23 11.3 Trustoc's Authority to survive Termination 23 ARTICLE X7I AUTHORITIES 12.1 Company 24
-12.2 Investment Manager 24 12.3 forn of Communications 24 12.4 Continuation of Authority 24 12.5 No Obligation to Act on Unsatisfactory Notico 24 ARTICLE XIII GENERAL PROVISIONS 13.1 Governing Law 25 13.2 Entire Agreement 25 11.4 Exports 25 Successor to the Trustee 25 J) $
Noticos 8
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6 No Waiver; Reservation of Rights 25 it.7 Descriptive Headings 26 ARTICLE XIV UNDERTAKING BY COMPANY 14.1 Undertaking 27 14.2 Limitation on Undertaking 27 111
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_ RASTER TRUST AGREpiggI This Trust Agreement is hareby entered into this day of
_, effective as of June 15 1992, by and between Georgia Power company, a corporation organ,ized and existing under the laws of the State of Georgia, and The Bank of New York, a corporation organized and existing under the laws of the State of New York, as Trustee.
HIIHEEEEIH:
WHEREAS, Georgia Power company (hereinafter referred to as the " Company") presently owns a portion of and operates nuclear power facilities at Plant Hatch and Plant Vogito pursuant to nuclear facility operating licenses issued by the U.S. Nuclear Regulatory commission; and WH ER EAS, such operating licenses are expected to expire beginning in the year 2014, at which time the company desires to begin removirq the af fected r acicar facilities safely from service and sejucing the residual radioactivit permits termin, tion of the applicable license;y to a level that and WHEREAS, the Nuclear Regulatory Commission, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy neorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the code of Federal Regulations, Part 50, with respect to the radioactive decommissioning of nucicar power faci.11 ties; and WHEREAS, Section 50.75 of Title 10 of the Code of Federal Regulations requires that a holder of, or an applicant for, a license to operate a nuclear ' power facility provide assurance that funds will be available when needed for required radioactiva decommissioning activities; and WH EREAS, the Company, as a co-11cansee of nuclea; power units at Plant Hatch and Plant Vogtle, is subject to such regulations governing the funding of radioactive decommissioning costs; and L
WHEREAG, the Company has elected to use a trust fund to provide its portion of the radioactive decommissioning costs i
attributable to its ownership interests in Plant Hatch and Plant Vogtle, as. identified in Exhibit A attached hereto and incorporated herein by reference, and such other nuc1 car power L
f acilities whose radioactive decommissioning costs arc eligible l
for funding heroin; and l
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WH E.R EAS, the Company intends to fund and maintain in trust at least its portion of the minimum funding requirements established by the Nuclear Regulatory Commission for the radioactive decommissioning of its nuclear power facilition; and WHEREAS, the Company intends that its radioactivo decommissioning costs that may be funded through deductible contributions made and invested pursuant to Section 468A of the Internal Revenue Code of 1986, as amended, shall be held under the terms and provisions of the Mastor Decommissioning Trust and that any such other radioactivo decommissioning costs required or permitted by the Nuclear Regulatory Commission not deductible pursuant to Section 468A of the Internal Revenue Code of 1986, as amended, may be funded through this Master Decommissioning Trust; and WH ER EAS, Company and Bank South, N.A. entered into effective January 1, 1989 a Qualified Master Trust Agreement for the Decommissioning of Nuclear Plants and a Nonqualified Master Trust Agreement for the Decommissioning of Nuclear Plants; and WHEREAS, Company now desires to combine the assets of those trusts, respectively, and have those assets held in one trust; and WHEREAS, The Bank of New York is willing to act as Trusteo of the Master Decommissioning Trust upon all of the terms and conditions not forth herein.
NOW, THEREFORE, the Board of Directors of Georgia Power Company and The Bank of New York, as Trustee, declare and agree that The Bank of New York shall receiv^c, hold, and administer all sums of money and such other property acceptable to The Bank of New York, as shall from time to time be contributed, paid, or delivered to it hereunder, IN TRUST, upon the terms and conditions as set forth herein.
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,o' ARTICLE 1 Title - Pqroose - Policy - Effect 1.1.
Name of Trust.
The master decommissioning trust established hereunder shall be known as the Master Trust for the Decommissioning of Nuclear Plants and is sometimoc heroinaf ter reforred to as the " Trust" or as the "Mastor Decommissioning Trust."
1.2.
Definitions.
Where used in this Trust Agreement, unless the context otherwise requires or unless otherwise expressly provided:
(a)
" Account Party" shall mean an officor of the company designated to represent the company for this purposo and any Person to whom the Trusteo shall be instructed by the company to deliver its annual account under Section 7.2.
(b)
" Accounting Period" shall mean either the twelve (12) consecutive month period coincident with the calendar year or the shorter pr.riod in any year in which the Trusteo accepts appointment as Trustee hereunder or conces to act as Trustee for any reason.
(c)
" Asset Manager" shall mean the Trustee (other than for purposes of Article V) or Investment Manager, individually or collectively as the context shall require, with respect to those assets held in an Investment Account over which it exercises, or to the extent it is authorized to exerciso discretionary inveutment authority or control.
(d)
Bank Business Dayr shall mean a day on which the Trusteo is open for business.
(e)
Board of Directors" shall mean the Board of Directors of the company.
(f)
Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and regulations issued thereunder.
(g)-
Company" shall mean coorgia Power company, or any successor thereto.
(h)
Decommiasion" shall mean to remove a nuclear power facility safely from service and reduce residual radioactivity to a level that permits release of the property for unrastricted use and terminatJon of an NRC operating license.
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(1)
"Decommiocioning costs" shall mean the company's proportionato charo of the direct and indirect expenses arising from or relating to the Decommissioning of a Participating Unit.
(j)
" Directed Fund" shall mean any Investment Account, or part thereof, subject to the discretionary management and control of any Investment Manager.
(k)
" Discretionary Fund" shall mean any Investment Account, or part thereof, subject to the discretionary management and control of the Trustee.
(1)
" Equitable Sharo" shall mean the interest of any Participating Unit in any Investment Account.
(m)
" Fund" shall mean a Qualified Fund or a Nonqualified Fund.
"Nonqualified Fund" shall mean a fund established for a Participating Unit to Decommission a nuclear power facility pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974 and the regulations thereunder, the assets of which are held by this Master Decommissioning Trust consisting of such Participating Unit's Nonqualified Assets.
" Qualified Fund" shall mean a fund established for a Participating Unit to Decommission a nuclear power facility pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974 and the regulations thereunder the assets of which are held by this Master Decommissioning Trust consisting of such Participating Unit's Qualified Assota.
(n)
" Investment Account" shall mean each pool of assets in the Master Decommissioning Trust in which one or more Participating Units has an interest during an Accounting Period.
(o)
" Investment Manager" shall mean a bank or investment adviser who is registered as an investment adviser under the Investment Advisers Act of 1940.
(p)
" Investment Vehicle" shall mean any common, collective, or commingled trust, investment company, corporation functioning as an investment intermediary, or other entity or arrangement to which, or pursuant to which, assets of the Master Decommissioning Trust may be transferred or in which the Master Decommissioning Trust has an interest, beneficial or otherwise.
(q)
" Master Decommissioning Fund" shall mean all cash and other property contributed, paid, or delivered to the Trusten hereunder, all investments made therewith and 4
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procoods thorcot and all carningo and profits thereon, less payments, transfers, or other distributions which, at the time of reference, shall have been made by the Trustas, as authorized herein.
The Master Decommissioning rund shall include all evidences of ownership, interest, or participation in an Investment Vehicle, but shall not, solely by reason of the Master Decommissioning Fund's investment therein, bo deemed to include any assets of such Investment Vehiclo.
(r)
" Master Decommissioning Trust" shall mean the Mastor Trust for the Decommissioning of Nuclear Plants.
P (s)
"Nonqualified Assets shall mean those assets of each Fund that are not deductibio under Section 468A of the Codo.
(t)
"HRC" nhall mean the U.S. Nuclear Regulatory Commission, an agency of the U.S. Government, or any successor thereto.
(u)
" Participating Unit" shall mean any unit of a nuclear power facility in which the company has an ownership interest.
The Participating Units as of June 15, 1992 are identified in Exhibit A attached hereto and incorporated heroin by reference (v)
" Person" shall mean the NRC, natural person, trust, estate, corporation of any kind or purpose, mutual company, joint-stock company, unincorporated organization, committoo, board, fiduulary, or reprecentative capacity, as the context may require.
(w)
" Qualified Assets" shall mean those assets of each Fund that are deductible under Section 468A of the Code.
(x)
" Trust Agreement" shall mean all of the provisions l
of this instrument and of all other instruments amendatory I
horcof.
(y)
"Trustco" shall nean The Bank of New York, and its i
successors and assigns, including any bank or trust company l
into which it may hereaf ter be merged or consolidated.
"Trustoo" shall also mean any successor Trustee subsequently appointed pursuant to Section 9.2 herein.
(z)
Valuation Date" shall mean the last day of each calendar mo h.
l The plural of an
.crm shall have a meaning corresponding to the a
singular thereof as so dcfined and any neuter pronoun used herein 5
J chc11 includo the co culino or fccinino, as the context may require.
1.3.
Eurpose.
The Master Decommissioning Trust is hereby established to fund the Decommissioning costs of the Participating Units.
Except as otherwise may be permitted by law and the terms of the Master Decommissioning Trust, at no time prior to the satisfaction of all liabilities with respect to the Decommissioning of a Participating Unit shall any part of the Equitable Share of such Participating Unit in the Master Decommissioning Trust be used for, or diverted to, any purposes other than such Decommissioning Cor.ts, and for defraying administrative costs and other incidental expensos of the Master Decommissioning Trust.
1.4.
Effect.
All Persons at any time interested in any Participating Unit shall be bound by the provisions of this Trust Agreement and, in the event of any conflict betwoon this Trust Agreement and the provisiona of any licenso granted by a federal agency, or any law, order or regulation _ governing a Participating Unit, the provisions of this Trust Agreement shall not control, except to the extent necessary to carry out the intent and purpose of the Mastor Decommissioning Trust.
1.5. Domestic Truol.
The Master Decommissioning Trust shall at all times be maintained as a domestic trust in the United States.
1.6. Trustoo j[ot_Rp.gpDDpible for EnLqrcino Cont ibutions _ or t
Lqn_nuf ficiency.
The Trustco chall have no responsibility (a) _
for enforcing payment of any contribution for the Decommissioning of any Participating Unit or for the timing or amount thereof, l
(b) for the adequacy of the Master Decommissioning Fund or the i
funding standards adopted ~by the company to meet or discharge any liabilities for the Decommissioning of a Participating Unit, er (c) for the satisfaction by the company of the minimum funding standards established by the NRC for the Decommissioning of a Participating Unit.
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i ART:CLE II Particination 2.1. E11gibilliy.
The Decommissioning of any Participating Unit may be funded, in whole or in part, through this Master Decommissioning Trust to the extent the contributions to fund the Decommissioning for such Participating Unit are required or permitted under any statuto, regulations or order issued by the NRC through the establishment of Qualified Funds and Nonqualified Funds, respectively, for the Participating Units, respectfully, under this Master Decommissioning Trust, 2.2. Egnd Interest In Investment _Accounta.
The Trustee shall maintain records reflecting the Equitable Shares of each Fund of each Participating Unit in each Investment Account.
Each Equitable Share of each Fund of each Participating Unit in each Investment Account shall consist of separate accounts maintained solely to fund Decommissioning costs and the administrative costs and other incidental expenses of the Equitable Share of each Participating Unit.
The company shall provide the Trustee with current information in order that the Trustee may determine such Equitable Shares.
An Investment Account may be divided into one or more sub-funds or accounts or described in a different manner on any books kept or records rendered by the Trustee without in any way affecting the duties or responsibilities of the Trustee under the provisions of this Trust Agreement.
2.3. Va193tions.
The Trustee shall determine the value of the assets of the Master Decommissioning Fund as of each Valuation Date and shall in the normal course issue monthly reports to the Company within twenty (20) days after each Valuation Date indicating the value of the assets of the Equitable Share allocated to each Participating Unit.
The company shall separately identify to the Trustee at the time of contribution to the Master Decommissioning Fund any amounts to be allocated to the Equitable Share of each Participating Unit.
Assets will be valued at their market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values, at such values as the Trustee shall determine in accordance with methods consistently followed and uniformly applied.
Anything in this Trust Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund or assets included at the request of the company as hereinabove provided, the Trustee may rely for all purposes of this Trust Agreement on the latest valuation and transaction information submitted to it by the Person responsible for the investment of assets even if such information predates the valuation Date.
The company will cause such Person to provide the Trustee with all information needed by the Trustee to discharge its obligations to value such assets and to account under this Trust Agreement.
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ARTICLE III
&dministration of Decommissionina Plans 3.1. Payment _fpr Decommissioning Activitiet.
The Trustee shall make all payments to the Company for Decommissioning of a Participating Unit from the Fund or Funds of such Participating Unit upon presentation to the Trustee of the followings (a)
Ono certificato duly executed by the Secretary of the Company attesting to the occurrence of the events with respect to a Participating Unit, and in the form set forth in the specimen Cortificato attached hereto as Exhibit D and incorporated herein by reference; and (b)
A cortificato for each request for payment or reimbursement from the Equitablo Share of a Participating Unit in the form set forth in the specimen Cortif'icato attached hereto as Exhibit C and incorporated herein by reference, and attesting to the following conditions with respect to such Participating Unitt (1) that Dacommissioning is proceeding pursuant to a plan established in accordance with NRC regulations; and (2) that the funds withdrawn will be expended for activities undertaken pursuant to such Decommissioning plan.
3.2.
MyItLqpts Pursuant to NRC Direction.
In the event of the company's default or inability to direct Decommissioning activition with respect to a Participating Unit, the Trustee shall make payments from the Fund or Funds of such Participating Unit as the NRC shall direct, in writing, to provide for the paymont of the costs of required activities covered by the Master Decommissioning Trust..Under such circumstancos, the Trustee shall reimburse the Company, or such other Persons as specified by the NRC, from such. Fund or Funds for expenditures for-re activities in such amounts as the NRC specifies in writing. quired In addition, the Trustee shall refund to the company such amounts as the-NRC specifies in writing.
Upun any payment or reimbursement mado pursuant to thiu Section 3.2, the amount distributed from a Fund of a Participating Unit shall no longer constituto part of the Master Decommissioning Fund.
3.3. Eggppnglhility _ for_ Decommissioning.
The Trusteo shall not be responsible Jor the Decommissioning of any Participating Units, nor for the application of the assets hold in a Fund of a Participating Unit and distributed to the Company for the payment of liabilities and expenses in the Decommissioning of a 8
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..s Participatiry Unit.
In the event it shall become necessary for the NRC to andortake any rights or obligations of the company pursuant te Section 3.2 above, the Trustee shall not be liable with respect to any act or omiasion to act by it made in good faith at the direction of the NRC.
3.4. Reversion of Coreany Contributions.
Subject to Section 1.3 of this Trust Agreement, at the direction of the Company, contributions to a rund of a Participating Unit under the Haster Decommissioning Trust may revert to the Company under the following circumstances:
(a)
If any contribution intended to be a Qualified Asset is determined by the Company or the Internal Revenue Service to be nondeductible under Section 468A of the Code, then such contribution, to the extent that it is determined to be nondoductible, and any earnings thorcon, may be returned to the company within a reasonable time after such determination, or transferred by the Trustee at the discretion of the Company to a Fund consisting of Nonqualified Assets or to the trustee of a separate trust adopted by the company to hold contributions required by the NRC that are not deductible under Section 468A of the Code.
(b)
If any contribution is mada by the Company by reason of a mistake of law or fact, such contribution, and any earnings thereon, may be returned to the company within a reasonable time after discovery of.such mistake of law or fact, or transferred by the Trustee at the discretion of the company to a Fund consisting of Nonqualified Assets or to the trustee of a separate trust adopted by the company to hold contributions required by the NRC that are not deductible undar l
Section 468A of the Code.
3.5. Payment or Reimbursement of Administrative Excenses.
On the direction of the company, the Trustee shall pay monies from Funds of the Participating Units to pay the reasonable l
administrative costs and other incidental expenses of the Master Decommissioning Trust not otherwise authorized to be paid pursuant to this Truet.
Such 64ministrative costs or incidental l
expenses shall include, but not 'o limited to, fees arising from
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the company's employment of accbunt*nts, legal counsel who may bo l
of counsel to the company, other specialists, and other Persons I
as the company deems necessary or desirable in connection with the administration of the Haster Decommissioning Trust and the Decommissioning of the Participating Units.
The Company in its cole discretion may direct that the Trustee reimburse the Company for such expenses or costs paid by the Company or directly pay the Persons rendering such admir'utrative services.
Any payments or reimbursements made pursuant to this Section 3.5 shall be 9
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011ocated onong the Funds of the Participating Units 4.n the same manner as described in Section 8.3 herein.
Upon any payment or reimbursement made pursuant to this Section 3.5, the amounts distributed from a Fund of a Participating Unit shall no longer constitute part of the Master Decommissioning Fund.
Prohibition hgainst Asslanment or AlienatioD.
Except 3.6 as provided under this section 3.6 and Section 10.1 herein, no portion of a Fund of a Participatin manner to anticipation, alienation,g Unit shall be subject in any (either at law or in equity),
sala, transfer, assignment garnishment, Icvy, execution, pledge, encumbrance, charge, or other legal or equitable process, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, chargo, garnish
- levy, execute, or enforce other Icgal or equitable process, against the sano shall be void.
In addition, no portion of any such Fund shall be in any mannor subject to the debts, contracts i
liabilities, engagements, or torts of the company or an,y general or secured creditor of the Company.
Notwithstanding the foregoing, the expenses for services or materials incurred by any Person in connection with the Decommissioning of a Participating Unit and for which a certificate has been submitted by the Company to the Trustee pursuant to Section 3.1(b) shall constitute a chargo exclusively on behalf of such Person against the Fund or Funds of such Participating Unit until paid.
Such charge shall apply only to the lesser of the amount of such certificate or the remaining assets of such Fund or Funds.
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ARTICLE IV l
Inyestment of TIMat_&ssets 4.1. Angst Managers.
Discretionary authority for the management and control of assets from time to timo held in the Master Decommissioning Fund may be retained, allocated, or delegated, as the caso may bo, for one or more purposes, to and among the Asset Managers by the Company, in its absoluto discretion.
The terms and conditions of appointment and retention of any Asset Manager shall be the responsibility of the company.
The terms and conditions of any allocatics to an Asset Manager shall be the responsibility of the Company-The Company shall promptly notify the Trustee in writing of the appointnent or removal of an Asset Manager.
Any notico of appointment pursuant to this Section 4.1 shall constitute a representation and warranty that the Asset Manager has been appointed by the Company and that any Asset Manager (other than the Trustee and the Company) is an Investment Manager.
4.2. Investment Discretl2D.
The assets of the Master Decommissioning Trust shall bo invested and reinvested, without distinction between principal and incomo, at such time or timon in such investments and pursuant to such investment strategies or courses of action and in such shares and pronortions, pursuant to the investment guidelines of the Company, as the Asset Managers in their solo discretion shall deem advisable.
The Asset Managora shall dischargo their duties under this Trust Agreement with the caro, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
4.3. LimitatinDF on Investment Discretion.
(a)
The Asset Managers shall be restricted to investing the Qualified Assets of the Master Decommissioning Trust directly in the following:
(1)
Public debt securities of the United States; (2)
Obligations of a State or local governmental unit that are not in default as to principal or interest and on which the interest is exempt from tax under Section 103(a) of the Code, except obligations of any other owner or operator of a Participating Unit, or any of its affiliates, as defined in the Investment Company Act of 1940, as amended, unless such obligations are issued by a State government; (3)
Time or demand deposits in a bank or an insured credit union of the Federal Credit Union Act, located in the United States; or 11 l
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(4)
Such investments, other than those stated above, as shall be permitted from time to time under regulations, orders, regulatory guidos, or other pronouncements issued by the NRC and the Internal Revenue service.
(b)
The Asset Managers shall be restricted to investing the Nonqualified Assets of the Master Decommissioning Trust directly in such invostments as shall not be prohibited from time to time under regulations, orders, regulatory guidos, or other pronouncements issued by the NRC or Internal Revenue Service.
(c)
In addition, the company may further limit, restrict, or impose guidelines affecting the exerciso of the discretion horein above conferred on any Assut Manager.
Any limitations, restrictions, or guidelines applicable to the Trusteo, es Asset Manager, shall be communicated in writing to the Trustee.
The Trusteo shall havo no responsibility with respect to the formulation of any funding policy or any investment or diversification policies embodied therein.
The company shall be responsiblo for communicating, and monitoring adherence to, an limitations or guidelines imposed on any other Asset Manager. y 4.4. Engponsibility far_piversification.
The Trustee shall not be responsible for determining the diversification policy of the Master Decommissioning Fund, for monitoring adhcrence by the Asset Managers to such policy, and for advising the Asset Managers with respect to limitations on assets contained in the Equitable share of any Participating Unit or imposed on the Master Decommissioning Trust by any applicable statute, except with respect to any assets comprising the Discretionary Fund.
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ARTICLE V s
,t Resoonsibility_for Directed Funda 5.1. Resnonsibility for selection of Agenta.
All transactions of any kind er nature in or from a Directed Fund uhall be made upon such terra and conditione and from or through such principals and agents ae the Asset Marsjer shall airect.
5.2. Trustee Not Reggonsible for Investments in Directed alda.
The Trustee shall be under no duty or obligation to ailew or to question any direction of any Investment Manager, or 1; review securities c. any other property held in ray Directed
/und with respect to prudence or proper diversification or empliance with any limitatL>n on the Asset Manager's authority
-der the terms of tha Master Decommissioning Trust, any rJreement entered into between the Company and the Asset Manager or impoecd by applicable law, or to make any suggestions or recommendations to the company or the Asset Manager with respect E-vetention or investment of any assets of any Directed d shall have no authority to take any action or to q
a from taking any action with respect to any asset of a N
- ed Fund, unless and until it is directed to do so by the naset Manager.
X 5.3. Investment vehicles.
Any Invastment Vehicle, or intereen 4her91n, acquired by or transferred to the Trustee upon
- he diru '
me of the Asunt Mcnager shall be allocated tc the appropriato Directed Fund, and the Trustoe's duties and 4
. responsibilities under this Trust Agreement shall not bo increase?. or otherwise affected thereby.
Tha Trustee shall be responsible sololy for the safekeeping of the evidence af the Master Decommissioning Trust's ownership of or interest or participation in such Investment Vehicle.
5.4. Italiance on Asset MaDAE9I.
The Trustee sha21 be required under this Trust Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of the Master Decommissioning Trust and to make and receive payments on the direction of the Asset Manager.
Any direction of the Asset Manager shall constitute a certification to the Trustee (a) that the transaction will not v. alate the prohibiticus against self-dealing under Sections 468A and 4951 of the Code, o
(b) that the investr ent is authoriced under the terms of this
. Trust Agreement and any other agreement or law affecting the Asset Manager's authority to deal with the Directed Fund, (c) that any contract, agency, joinder, adoption, participation agreement, assignment, or other document of any kind which the Trustee is required to execute to effectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its counscl, (d) that such instrument or document is in pro;ez form for execution by thn Trustee, and 13
(c) that all other acts to perfect-and protect the Master Decommissioning Trust's rights hava boon taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction.
In addition, the Trustee shall not be liable for the default of any Person with respect to any investment in a Directed Fund or for the form, genuineness, validity, 1
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sufficiency, or effect of any document executed by, delivered to, or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the grosa negligence or wilful misconduct of the _;
- tee) any rights of the Master Decommissioning Trust therein shall lapse or shall become tronforceable or worthless.
5.5. Mercer of Funds.
The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal
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of an Asset Manager unless and until it has been notified in vriting by the_ Company that the Asset Manager's authority has i
l terminated and that such Directed Fund's assets are to be L
integrated with the Discretionary Fund.
Such notice shall not be deemed effective until two (2) Bank Dusiness Days after it has been received by the Trustee.
The Trustee shall not be liable for any losses to the Master Decommissioning Fund resulting from (a) thc disposition of_any investment made by the.sset Manager, (b) the retention of any 1111guid or unmarketablu invostment or any investment which is not widely publicly traded, (c) the holding of any other investment acquired by the Asset Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or State _ law, or if an orderly liquidation of: such investment is impractical under prevailing conditions, l
(d) f ailure to comply with any investment limitations imposed pursuant to Section 4.2 and 4.3, or (e) for any other violation of the terms of this Trust Agreement-or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund.
5.J. EqLification of Comoany in Event of Breach.
If the Trustee has knowledge of a breach committed by.an Asset Manager with respect to the duties or responsibilities delegated to an Asset Manager under the terms of this Trust agreement or any other agreement affecting the Asset Manager's authority to deal with the Directed Fund, it shall notify the Company, and the company shall thereafter assume full responsibility to all Persons interestod in a Fund of a Participating Unit to remedy such breach.
The company shall provide the Trustee with a copy of any agreement af fecting the duties and responsibilities of an Asset Manager under this T: tst Agreement.
5.7. DEL 1Dition of Knowledae.
While the Trustee will perform certain duties (such as custodial, reporting, recording, 14 i
,t valuation, and bookkeeping functions) Vith respect to Directed Funds, such duties will not involve the exercise of any discretionary authority to manage or control the assets of the Directed Funds and will be the responsibility of of ficers or other employees of the Trustee who are unfamiliar with and have no responsibility for investment management.
Therefore, the Company agrees that in the event that knowledge of the TruLeee shall be a prerequisite to imposing a duty upon or to detnrmining liability of the Trustee under this Trust Agreement or any statute regulating the conduct of the Trust ' with respect to such Directed Funds or relieving *:he Compan.
f its undertakinos under section 14.2, the Trustee will not be ouemed to have knowledge of, or to have participated in, any act or omission of an Aur.nt Manager involving the investment of assets allocated to l
the Directed Funds as a result of the receipt and processing of information in the course of performing such duties.
5.8.
Qply to Enforce Claims.
Except to the extent that any law or regulation may provide or require otherwise, the Trusteo shall have no duty to commence or maintain any action, suit, or legal proceeding on behalf of the Master Decommissioning Trust on account of or with respect to any investment made in or for a Directed Fund unless the Trustee has been directed to do so by the Company or an Investment Manager, and unless the Trustee is either in possession of funds sufficient for such purpose or unless it has been indemnified by the Company or the Investment Manager, to its satisfaction, for nounsel fees, costs, and cther expenses and liabilities to which At, in itt sole judgment, may be subjected by beginning or maintaining sucn action, suit, or legal procc: ding.
S.9.
Restrictions on Transfer.
Except as otherwise specifically prov.ded herain, nothing herein shall be deemed to empower any Asset Manager to direct the Trustee to transfer any asset of a Directed Fund to such Asset Manager, i
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ARTICLE VI Powers q1_ Asset Manaaers 6.1. General Powers.
Without in any way limiting the powers and discretion conferred upon any Asset Manager by the other provisions of this Trust Agreement or by law, each Asset Manager shall be vested with the following powers and discretion with respect to the assets of the Master Decommissioning Trust subject to its management and cJntrol, and, upon the directions of the Asset Manager. of a directed Fund, ths Trustee shall make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable such Asset Manager to carry out such powers and discretion:
(a) to sell, exchange, convey, transfer, or otherwise dispose of any property by private contract or at public auction, and no person dealing with tne Ascot Manager shall be bound to-see to the application of the purchase money or to inquire into the validity, expediency, or propriety of
. any such sale or other disposition; (b) to enter into contracts or to ranko commitments either alone or in company with others to soll or acquire property; (c) to vote upon any bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion p'ivileges, subscriptio.1 rights, or other options and to make any payments _ incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to bonds, securities or other-property; (d) to purchase units or certificates issued by an investment company, pooled trust, or comparable entity; (e) to transfer assets of a Discretionary or Directed Fund to a common, collective, or commingled trust fund maintained by an Asset Manager or an affiliate of an Asset Manager or by another trustee who is designated by the company, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted as part of the Master Decommissioning Trust to the extent that assets of the Trust are invested therein; and 16
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(f)_ to be reimbursed for the expenses incurred in exercising any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager, or trustee appointed pursuant thereto.
6.2. Additional Powers of Trustee.
In addition, the Trustee is hereby authorized:
(a) to register any securities held in the Master Decommissioning Fund in its own name or in the name of a nomince, to hold any securities in bearer form, and to combino certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacities or as-agent for customers, or to deposit or to arrange for the deposit of such securities in any qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other-securities deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Govetnment, or any agency or ir. trumentality thereof, with a Federal Reserve Bank, but the books and records of the Trusteo shal' at all times chow that all such investments are part of the Master Decommissioning Trurt; (b) to employ suitable agents, depositories, and counsel, domontic or foreign, other than itself and to charge their reasonable expenses and compensation against the Master Decommissioning Fund, and to confer upon any such depository the powers conferred upon the Trustee by aragraph (a) of this section 6.2, as well as the power to p'ppoint subagents and depositories, wherever situated, a
in connection with the retention of securities or other property; (c) to deposit funds-in interest bearing account deposits uaintained by or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affiliated with the Trustee;
-(d) to compromise or otherwise adjust all claims in favor of or against the Master Decommissioning Fund, subject to the prior written consent of the company; (e) to make any distribution or trar sfer of assets aut:arized under Article IX or Article X in cash or in kind as tne Trustee, in its absolute discretion, shall determine and, in furtherance thereof, to value such assets, which valuation shall be conclusive and binding on all persons; and 17
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1 (f) to hold uninvosted cash balances when reasonable and necessary, without incurring any liability for the payment of interest thereon, provided that in no event shall uninvested cash balances be held solely for the purpose of awaiting investment; (g) upon the consent of the company, to temporarily invest funds awaiting investment by an Asset Managcc in a separate or commingled trust fund established by the Trustee for the investment of funds for Decommissioning costs and consisting solely of investments permitted under section 4.3 of this Trust Agreement; and (h) upon the direction of the company, to loan securities to brokers, dealers or other borrowers under such terms and conditions as the Trustee, in its absolute discretion, deems advisable, to secure the same by accepting as collateral only assets constituting permissible investcents under Section 4.3 of this Trust Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of and voted by the borrowers or others, and, in connection with the excretae of the powers hereinabove granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agreement, and to retain any such property upon the default of the borrower, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrower.
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ARTICLE VII Records and Accounts of Trustee 7.1. Records.
The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions in-the Master Decommissioning Fund to fund the decommissioning costs for each Participating Unit, and all accounts, books, and records relating thereto shall be opened to inspection and audit at all reasonable times during nort 11 business hours by any Person designated by the Company.
7.2.
Anaggi Account.
The Trustee shall, within sixty (60) days following the close of each Accounting Period, file with the Account Party in accordance with Section 13.5, a written account setting forth the receipts and disbursements of Equitable Shares of each Participating Unit under the Mastnr Decommissioaing Trust and the investments and other transactions effected by it upon its own authority pursuant to the directions of any Person as herein provided during the Accounting Period.
- 7. 3. Account Stated.
The Company agrees that it will file all objections, if any, to the Trustee's annual or otner accounting in writing with the Trustee within ninety (90) days of the filing of sued annual or other account with the Account Party and that except for fraud or other such crime on behalf of the Trustee no objection to any such account may be made af ter such ninety (90) day period has lapsed.
7.4. Judicial Accountinos.
Nothing herein shall in any way limit the Trustee's right co bring any action or proceeding in a court of competent jurisdiction to settle its account or for such other relief as it may deem appropriate.
7.5.
Necessary Parties.
Except to the extent that any law or regulation may provide otherwise, in order to protect the Master Decommissioning Trust from the expense of litigation, no Person other than the Company shall be a necessary party in any proceeding under Section 7.4, may require the Trustee to account, or may institute any other action or croceeding against the Trustee or the Master Decommissioning _ Trust.
7.6. ResDonsibiliiv for Notices and Filinos with the NRC and the_ Int.ernal Revenue _ Service. Except as set forth specifically on Exhibit "D" attached hereto and made a part hereof, which Exhibit "D" may be amended from time to time by the parties hereto by mutual written agreement, the -Trustee shall not be responsible with respect to any Participating Unit to give or apply for any notices, to make any filings, or to maintain any records required by the Nnc or the Internal Revenue Service, all of which, for purposes of this Trust Agreement, shall be the responsibility of the Company.
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ARTICLE VIII ComDensation. Taxes, and Expenses 8.1. C.9aI22 neat 19n and Excenses.
Any expenses incurred by the Trustee in connection with its administration of the Equitable Shares of each Participating Unit under the Master Decommissioning Trust, including, but not limited to, fees for 1cgal services rendered to the Trusteo (whether or not rendered in connection with a judicial or administrative proceeding), such compensation to the Trustee as shall be agreed upon from time to time between the Trustee and an officer of the Company, and all other proper charges and disbursements of the Trustee, may, in the sole discretion of the company, be paid by the Company but shall otherwise be paid from the Equitable Shares of the participating Units under the Master Decommissioning Trust.
The Trustee's entitlement to reimbursement hereunder shall not be affected by the resignation or removal of the Trustee or by the termination of an Equitable Share of a Participating Unit under the Master Decommissioning Trust.
Except and unless otherwise provided herein, the Trustee shall have no lien, security interest or right of set-off whatsoever upon any of the assets of the Master Decommissioning Fund for the payment of fees and expenses for sarvicoe rendered by or on behalf of the Trustee under this Trust Agtcement without the written consent of the Company.
8.2. Taxes.
All taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws, domestic or foreign, upon the Master Decommissioning Trust or the income thereof, shall be paid from the Equitable Shares of the participating Units under the. Master Decommissioning Trust, as appropriate.
8.3.
Allocation.
Any tax or expense which is specifically allocable to one or more Participating Units shall be charged against the rund or Funds of such Participating Unit or Units consistert with such allocation.
Any expense that is allocable to all of the Participating Units shall be charged against the appropriate Fund or Funds of all of the Participating Units under the Master Decommissioning Trust as a whole consistent with such allocation.
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LRTICLE IX Resianation or Removal of Trustqn 9.1 Resianation or Removal.
The Trustee may be removed by the Company at any time-upon thirty (30) days notice in writing to the Trustee, or upon such lesser or greater notice as the Company and-the Trustee may agree. The Trustee may resign at any time upon thirty (30) days notice in writing to the Company, or upon such lesser or greater notice as the Company and the Trustee may agree.
9.2.
Desianation of Successor TIpstee.
Upon the removal or resignation of the Trustee, the Company shall either appoint a successor trustee who shall havo the same powerr, and duties as those conferred upon the Trustee hereunder, and upon acceptance of such appointment by the successor trustee, the Trustee shall assign, transfer, and pay over the Master Decommissioning Trust to such successor trustee, or the company shall direct the Trustee to transfer'the Master Decommissioning Trust directly to the trustee of another trust designated by the Company.
Any such assignment or transfer of the Master Decommissioning Trust shall be effectuated-no later than the last day of the month in which the thirty (30) day notice period, as described in Section 9.1, expires.
If, for any reason, the company cannot or does not act promptly to appoint a successor trustee or direct the transfer of the Master Decommissioning Trust to assother qualified trust in the event of the resignation or removal of the Trustee, the Trustoe-may apply to a court'of competent jurisdiction for the appointment of a successor trustee.
Any expenses incurred by the Trustee in cor.nection therewith shall be charged to and paid from the Master Decommissioning Trust as an expense of administration.
9.3. Reserve-for Expensea.
The Trustee is authorized to reserve such amount which may reasonably be required for payments of its fees and expenses in connection with the settlement of its account or otherwise, and any balance-of such reserve remaining after the payment of such fees and expenses shall be paid over in accordance with the directions of the company under Section 9.2.
The Trustee is authorized to invest such reserves in any
' investment authorized under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts.
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ARTICLE X j
Withdrawal of Particioatina Units 10.1.
Event of Withdrawal.
Upon receipt of notice from the Company of a withdrawal of any Participating Unit, or any part thereof, from the Master Decommissioning Trust, the Trustee shall segregate the portion of assets of the Master Decommissioning Fund allocable to the Fund or runds of the Participating Unit, or-part thereof, and, subject to Section 1.3 of the Trust Agreement, shall dispose of such assets in accordance with the directions of the company.
Such dispositions may include, but shall not be limited to, the transfer of all or I
a portion of such assets to (a) another funding method considered j
acceptable by-the NRC for providing financial assurance of the availability of funds for Decommissioning, or (b) another funding method for financial assurance maintained by any successor to the company incident to the transfer or disposition by the company of all or a portion of its ownership interest with respnct to a Participating Unit.
10.2.
6PDroval of Appropriate Agen_cieq.
The Trustee may, in its absolute discretion, conditio.. dellviry, transfer, or distribution of any assets withdrawn from the Master Decommissioning Fund under this Article X upon the Trustee's receiving assura6ccs satisfactory to it that the company hac made any notice or filings which may be required to be given the NRC
.or the Internal Reveraue service.
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I ARTICLE XI Amendment or Termination 11.1.
bmendmeDt.
Subjcct to Oection 1.3, the Company recorves the right at any time and from time to time to amend, in whole or in part, any or all of the provisions of this Trust Agreement by notice thereof in writing delivered to the Trustee; provided, however, no amendment which affects the rights, duties, or responsibilities of thu Trustee may be maoa without its prior written consent.
11.2.
TfrJ11n011&D.
Subject to Section 1.3, this Trust Agreement shall terminate when all transfera and payments required or permitted to be made by the Trustee under the provisions horcof shall have been made, unless terminated earlier by the Company by written notice to the Trustee.
Upon written notico from the Company that Decommissioning is complete with respect to a Participating Unit, any assets remaining in any Fund or Funds o' such Participating Unit af ter the payment of all Decommissioning costs, any adminf urrative costs and any other incidental expenses of the Master Decommissioning Trust al.locable to such Fund or Funds shall be returned to the Company.
11.3.
TIR4tf_o's Authority __to SurJiy_q TAJEina. dan.
Until the final distribution of the Master Decommissioning Fund, the Trusteo shall continue to have and may exercise all of the powers and discretion conferred upon it by thin -Trust Agreement.
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ARTICLE XII Authorities 12.1.
Company.
Whenever the provisions of this Agreement specifically require or permit any action to be taken by the Company, such action must be authorized or ratificd by the Board of Directors or by any designeo or committee authorized by the Board of Directors to act on behalf of the company.
Any resolution adopted by the Board of Directors or by such autho,Jzed designee or committee or other evidence of such authorization or ratification shall be certified to the Trustee by the Secretary or an Assistant secretary of the company under its corporate seal, and the Trustee may rely upon any authorization so certified until revoked or mcdified by a further action of the Board of Directors or by such authorized designee or committee similarly cortified to the Trustee.
12.2.
Investment _ Manager.
The Company shall cause each Investment Manager to furnish the Trustee from time to time with the names and signatures o' those persons authorized to direct-the Trustee on its behalf hereunder.
12.3.
Egrm.gf Commullicationg.
Any agreement between the Company and any Person (including an Investnent Manager) or any other provision of this Trust Agreement to the contrary notwithstanding, all notices, directions, and other communications to the Trustee shall be in writing or in such other form, including transmission by electronic means through the facilities of third parties or otherwise, specifically agreed to in writing by the Trustee, and the Trustee shall be fully protected in acting in accordance therewith.
12.4.
Continuation of Authority.
The Trustee shall have the right to assume, in the absence of written notice to the e,
contrary, that no event terminating the authority of any Person,
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including any Investment Manager, has occurred.
12.5.
No Oblication to Act on Unsatisfactory Notice. The Trustet shall incur no liability under this Trust Agreement for any failure to act pursuant to any notice, direction, or any other communication from any Asset Manager, the Company, or any other Person or cne designee of any of them unless and until it shall have received instructions in form satisfactory to it.
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ARTICLE XIII General Provisions 13.1.
Governino Law.
To the extent that state law shall not have been preempted by the provicions of any other law of the United States heretofore or hereafter enacted, this Trust Agreement shall be administered, construed and enforced according to the laws of the State of New Yocx.
13.2.
-Entire Aareeaant.
The Trustee's duties and resp naibilities to any Participating Unit or any Person interested therein shall be lim.ted to those specifically set forth in this Trust Agreement, except-as may otherwise be provided by applicabla law.
No amendment to any agreement or instrument affecting any Participating Unit or any other document shall enlarge the Trustee's duties or responsibilities hereunder without its prior written consent.
13.3.
Expertq.
The Trustee may consult with experts of its choice (who may be experts employed by the Company),
including legal counsel, appraisers, pricing cervices, accountants, or actuaries, selected by it with due care as to the meaning and construction of the Trust Agreement on any provisions hereof, or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it on the basis 01 its. reasonable rollance on the opinion of such excert.
13.4.
Successor to the Trustan.
Any successor, by merger or o*herwise, to substantially all of the trust business of the Trusteo shall automatically and without further action i
become the Trustee hereunder, subject to all the' terms and conditions and entitled to all the benefits and immunities hereof.
L 13.5.
Noticea.
All notices, reports, annual accounts, and other communications to the Company, Investuent Manager, or I
L any other Person shall be deemed to have been duly given if mailed,-postage prepaid, or delivered in hand to such Person at l
its-nddress appearing on the records of the Trustee, which address shall ne filed with the Trustee at-the time of the establishment of the Master Decommissioning Trust and shall be L
kept' current-thereafter by the Company.
All d.t rections, notices, l
statements, objectjons, and other communications to the Trustee shall be deemed to have been given when received by the Trustee at its offices.
-13.6.
No' Waiver; Reservation of Richts.
The rights, remedies, privileges,-and immunities expressed herein are cumulative and are not exclusive, and the Trustee and the company shall be entitled-to claim all other rights, remedies, privileges, and immunities to which it may be entitled under 25
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_,_,. ? -,,.,
appliccblo law, except no may b2 otherwise provided by this Trust Agreement.
13.7.
Descriot_ivo Headingg.
The captions in this Trast Agreement are solely for convenience of reference and shall not 4
d3 fine or limit the provisions hereof.
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ARTICLE XIV i.
UndgrtAkina By company 14.1 Undertaking.
In consideration of the Trustee agreeing to enter-into this Trust Agreement, the Company hereby agrees to hold harmless the Trustee, individually and as trustee, and its directors, officers, and employees, fron and against all amounts, including without limitation taxes, expenses (including reasonabic counsel facs), liabilities, claims, damages, actions, suits, or other charges, incurred by or assessei against it, individually or as trustee, or its directors,.orficers or employees, (a) as a direct or indirect result of anything done in good faith, or alleged to have-been done, by or on behalf of the Trustee in reliance upon the directions of any Investment Manager, or the Company, or anything omitted, in the absence of such directions, or (b) as a direct or indirect result of the failure of the Company, directly or indirectly, to adequately, carefully, and diligently discharge its fiduciary responsibilities with respect to the investments of Master Decommissioning Fund assets by an Investment Manger.
14.2 Liriitation on Undertaking.
Anything hereinabove t the contrary notwithstanding, the Company shall have no responsibility to the Trustee under Section 14.1 if the Trustee knowingly participated in or knowingly concealed any act or omission of any Person described in such Section 14.1, knowing that such act or omission constituted a breach of such Person't fiduciary responsibilities, or if the Trustee fails to perform any of the duties specifically undertaken by it under the provisions of this Trust Agreement, or if the Trustee fails t4 l
act in conformity with duly given and authorized directions L
hereunder.- In addition, the Company shall have no responsibility
{
to the Trustee under Section 14.1 for any income or excise taxes, penalties or interest imposed against the Trustee arising from or related to any viole. tion of the prohibitions against self-dealing forth-in the Code by the Trustee or any of the Trustee's set directors, officers or employees, and the payment of any such income or excise taxes, penalties or interest shall be the sole resp 7nsibility of the Trustee.
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IN WITNESS WilEREOF, the parties hereto have caused this Master Decommiss!oning Trust Agreement to be executed by their respective of ficers thereunto duly authorized and their corporato seals to be hereunto af fixed and attested on the day and year first above written, i
(Corporate Scal)
GEORGIA POWER COMPANY Attest:
MM k '
W By:
~
M (Title)
(Corporate Scal)
Tile BANK OF NEW YORK Attest:
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By:/
' '(Tit 1 f Rich AR3 J-9 RRt
( } PRESIO nz 28 I
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EXHIBIT A 14 ASTER DECOMMISSIONING TRUST PARTICIPATING UNITS AND OWNERSHIP INTERESTS Hatch Hatch Vogtle Vogtle i
Unit 1 Unit 2 Unit 1 Unit 2_
NRC Facility Operating License Number DPR-57 NPF-5 NPF-68 NPF-81 License Expiration Da' e 8-6-14 6-13-18 1-16-27 2-9-29 Gwnership Interest (Percentage)
Georgia Power Company 50.1 50.1 45.7 45.7 Og'ethorpe Power corporation 30.0 30.0 30.0 30.0 Municipal Electric Authority of Georgia 17.7 17.7 22.7 22.7 City of Dalton
_2_il 12
_L4 Aq 100.0 100.0 100.0 100.0 meu W
29 I
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l EXHIBIT C l
MASTER DECOMMISSIONING TRUST SPECIMEN CERTIFICATE
.The Bank of New York 1 Wall Etreet New York, New York 10286 Attention:
Trust Division Gentlemen:
In accordance with the terms of that certain Trust Agreement by and between Georgia Power Company and The Bank of Nek York, as Trustee, dated I,
(insert name), (insert Trotcurer or Assistant Treasurer) of Georgia Power Company, hereby certify that:
1.
decommissioning of Georgia Dower Company's facility, Unit ___, located at
)
is proceeding pursuant to a plan and procedures established in accordance with regulations issued by the United States Nuclear Regulatory Commission, or its successor, and 2.
the funds requested for payment or reimbursement on this date, S._
-, will be expended for decommissioning activities pursuant to such plan.
d (Insert Treasurer or Assistant Treasurer) of Georgia Power Company Date 31
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EXHIBIT D RESPONSIBILITIES OF TRUSTEE UNDER SECTION 7.6 1.
The T:.astee shall be responsible for the computation, filing and payment, if required, from Equitable Shares of each Participating Unit of:
federal income tax, including quarterly estimated filings a.
and payments as required on I.R.S. Form ll20-ND " Return for Nuclear Decommissioning Funds and Certain Related Persons" for each Qualified Fund; b.
State of Georgia Corporation ircome including quarterly estimated filings and payments La required on Georgia Departrent of Revenue Income Tax Division Form 600 for each Qualified Fund.
2.
The Trustee shall be responsible for the computation and filing-ol:
a.
U.S.
Fiduciary Income Tax Return, I.R.S.
Form 1041 for each Nonqualified Fund; b.
State of Georgia Fiduciary Income Tax Return, Georgia Department of Revenue Incor.e Tax Division Form 501 for each Nonqualified Fund.
3.
The Trustee shall be responsiblo for the computation, filing and payment, if required, from Equitable Shares eJ each Participating Unit of Intangible Personal Property Tax for the State of Georgia or the State _of New York as required.
4.
Tha Trustee shall be responsible for the computation, filing and payment, if required, from Equitti.e Shares of each Participating Unit of any other tax that c required.
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